SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SPURLOCK STEVEN M

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2020

3. Issuer Name and Ticker or Trading Symbol
1Life Healthcare Inc [ ONEM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	187,000	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	5,749,630	⁽²⁾	I	See Footnote⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,736,192	⁽²⁾	I	See Footnote⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,046,168	⁽²⁾	I	See Footnote⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	679,393	⁽²⁾	I	See Footnote⁽¹⁾
Series G Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	220,217	⁽²⁾	I	See Footnote⁽¹⁾
Warrant (Right to Buy)	⁽³⁾	10/03/2020	Series G Preferred Stock	11,010	$6.5858	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

SPURLOCK STEVEN M

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BALKANSKI ALEXANDRE

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FENTON PETER H

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GURLEY J WILLIAM

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HARVEY KEVIN

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KAGLE ROBERT

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LASKY MITCHELL

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Securities held by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B"), and related individuals. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over the securities. Bruce W. Dunlevie, a member of the Issuer's board of directors, Alexandre Balkanski, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC V, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person or entity's pecuniary interest in such securities.

2. Each share of Issuer's Preferred Stock will automatically convert into an equal number of shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.

3. Shares subject to the warrant are immediately exercisable.

Remarks:

This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members.

	/s/ Steven M. Spurlock	01/30/2020
	/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski	01/30/2020
	/s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton	01/30/2020
	/s/ Steven M. Spurlock, by power of attorney for J. William Gurley	01/30/2020
	/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey	01/30/2020
	/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle	01/30/2020
	/s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky	01/30/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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