Bruce Dunlevie. - 22 Feb 2023 Form 4 Insider Report for 1Life Healthcare Inc

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 22 Feb 2023
Net transaction value: -$12,201,174
SEC form: 4
Accepted by SEC: 24 Feb 2023, 16:31:10 UTC
Prior SEC filing: 18 Jan 2023
Next SEC filing: 11 May 2023
Source filing: View source filing
Reporting owner signature: /s/ Ivy Tseng, Attorney-in-Fact for Bruce Dunlevie

Key filing fact

Bruce Dunlevie. filed Form 4 for 1Life Healthcare Inc on 24 Feb 2023.

Key facts

This page summarizes Bruce Dunlevie.'s Form 4 filing for 1Life Healthcare Inc.
8 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 24 Feb 2023, 16:31.

Change

Previous filing in this sequence was filed on 18 Jan 2023.
Current net transaction value: -$12,201,174.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ONEM transaction

Common Stock

Disposed to Issuer

Transaction value: $226,548
Shares: -12,586
Change %: -100%
Price: $18.00
Shares after: 0
Date: 22 Feb 2023
Ownership: Direct
Footnotes: F1

ONEM transaction

Common Stock

Disposed to Issuer

Transaction value: $11,974,626
Shares: -665,257
Change %: -100%
Price: $18.00
Shares after: 0
Date: 22 Feb 2023
Ownership: See Footnote
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ONEM transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -5,294
Change %: -100%
Price
Shares after: 0
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,294
Exercise price: $29.00
Footnotes: F3, F4

ONEM transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -498
Change %: -100%
Price
Shares after: 0
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 498
Exercise price: $40.55
Footnotes: F3, F4

ONEM transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -1,014
Change %: -100%
Price
Shares after: 0
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,014
Exercise price: $30.48
Footnotes: F3, F4

ONEM transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -725
Change %: -100%
Price
Shares after: 0
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 725
Exercise price: $42.68
Footnotes: F3, F4

ONEM transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -718
Change %: -100%
Price
Shares after: 0
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 718
Exercise price: $42.70
Footnotes: F3, F4

ONEM transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -20,728
Change %: -100%
Price
Shares after: 0
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 20,728
Exercise price
Footnotes: F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Bruce Dunlevie. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

Reflects disposition of Issuer common stock with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2022, by and among Issuer, Amazon.com, Inc. ("Parent") and Negroni Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on February 22, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of Issuer common stock, par value $0.001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $18.00 in cash, without interest (the "Merger Consideration").

Footnote F2

Shares owned directly by entities controlled by Reporting Person.

Footnote F3

Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration.

Footnote F4

The shares subject to the option are fully vested and immediately exercisable.

Footnote F5

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. RSUs convert into the issuer's common stock on a one-for-one basis.

Footnote F6

The RSUs vest on the earlier of (i) the date of the issuer's next annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the reporting person's service as a director ends at such meeting due to the director's failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of grant. At the Effective Time, each outstanding RSU that was unvested was accelerated in full and was automatically converted in to the right to receive the Merger Consideration.