SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carlyle Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/04/2020		C		28,157,681	A	⁽¹⁾	28,157,681	I	See footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	02/04/2020		C			610,000	⁽¹⁾	⁽¹⁾	Common Stock	610,000	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	02/04/2020		C			86,904	⁽¹⁾	⁽¹⁾	Common Stock	86,904	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	02/04/2020		C			54,148	⁽¹⁾	⁽¹⁾	Common Stock	54,148	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	02/04/2020		C			116,535	⁽¹⁾	⁽¹⁾	Common Stock	116,535	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	02/04/2020		C			3,716,920	⁽¹⁾	⁽¹⁾	Common Stock	3,716,920	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series F Preferred Stock	⁽¹⁾	02/04/2020		C			4,705,523	⁽¹⁾	⁽¹⁾	Common Stock	4,705,523	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series G Preferred Stock	⁽¹⁾	02/04/2020		C			768,069	⁽¹⁾	⁽¹⁾	Common Stock	768,069	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series H Preferred Stock	⁽¹⁾	02/04/2020		C			400,467	⁽¹⁾	⁽¹⁾	Common Stock	400,467	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series I Preferred Stock	⁽¹⁾	02/04/2020		C			17,699,115	⁽¹⁾	⁽¹⁾	Common Stock	17,699,115	$0.00	0	I	See footnotes⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Carlyle Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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^*

Carlyle Group Inc.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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^*

Carlyle Holdings II GP L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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^*

Carlyle Holdings II L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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^*

CG Subsidiary Holdings L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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^*

TC Group Cayman Investment Holdings, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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^*

TC Group Cayman Investment Holdings Sub L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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^*

TC Group VII, L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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^*

TC Group VII, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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^*

Carlyle Partners VII Holdings, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(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. The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and had no expiration date.

2. Carlyle Partners VII Holdings, L.P. is the record holder of the securities reported herein. Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., a publicly traded company listed on Nasdaq. The Carlyle Group Inc. is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VII, L.L.C., which is the general partner of TC Group VII, L.P., which is the general partner of Carlyle Partners VII Holdings, L.P.

3. Cont'd from footnote 2. Voting and investment determinations with respect to the shares of common stock held by Carlyle Partners VII Holdings, L.P. are made by an investment committee of TC Group VII, L.P. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VII Holdings, L.P. Each of them disclaims beneficial ownership of such securities.

Remarks:

	Carlyle Group Management L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	02/05/2020
	The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	02/05/2020
	Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	02/05/2020
	Carlyle Holdings II L.L.C., By: Carlyle Holdings II GP L.L.C., its managing member, By: The Carlyle Group Inc., its sole member, By /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	02/05/2020
	CG Subsidiary Holdings L.L.C., By: Carlyle Holdings II L.L.C., its managing member, By: Carlyle Holdings II GP L.L.C., its managing member, By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, CFO	02/05/2020
	TC Group Cayman Investment Holdings, L.P., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	02/05/2020
	TC Group Cayman Investment Holdings Sub L.P., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	02/05/2020
	TC Group VII, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person	02/05/2020
	TC Group VII, L.P., By: /s/ Jeremy W. Anderson, Authorized Person	02/05/2020
	Carlyle Partners VII Holdings, L.P., By: /s/ Jeremy W. Anderson, Authorized Person	02/05/2020
	** 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 4 (b)(v).
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