0001562180-23-001851.txt : 20230224 0001562180-23-001851.hdr.sgml : 20230224 20230224173553 ACCESSION NUMBER: 0001562180-23-001851 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230222 FILED AS OF DATE: 20230224 DATE AS OF CHANGE: 20230224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAYLOR SCOTT C CENTRAL INDEX KEY: 0001271058 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39203 FILM NUMBER: 23668892 MAIL ADDRESS: STREET 1: 20330 STEVENS CREEK BLVD. CITY: CUPERTINO STATE: CA ZIP: 95014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 1Life Healthcare Inc CENTRAL INDEX KEY: 0001404123 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 760707204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 1900 CITY: San Francisco STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 814-0927 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 1900 CITY: San Francisco STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: 1life Healthcare Inc DATE OF NAME CHANGE: 20070621 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2023-02-22 true 0001404123 1Life Healthcare Inc ONEM 0001271058 TAYLOR SCOTT C C/O 1LIFE HEALTHCARE, INC. ONE EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO CA 94111 true false false false Common Stock 2023-02-22 4 D false 7753.00 18.00 D 0.00 D Restricted Stock Units 2023-02-22 4 D false 4534.00 D Common Stock 4534.00 0.00 D Restricted Stock Units 2023-02-22 4 D false 20728.00 D Common Stock 20728.00 0.00 D 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"). 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. The RSUs vest in equal annual installments over three years on the anniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date. 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. 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. /s/ Ivy Tseng, Attorney-in-Fact for Scott C Taylor 2023-02-24 EX-24 2 staylor2021.txt POWER OF ATTORNEY 2021 S TAYLOR POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of BJORN B. THALER, MATTHEW B. HEMINGTON, LISA A. MANGO,and IVY TSENG, signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of 1Life Healthcare, Inc. (the "Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to execute such Forms 3, 4 or 5 or Form ID (including any amendments thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP. The undersigned hereby acknowledges that this Power of Attorney supersedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of Date: May 14, 2021. /s/ Scott Taylor Scott Taylor