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 DC 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)
11/23/2020
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)
Code V Amount (A) or (D) Price
Common Stock 11/23/2020 S 7,000,000 D $33.3 13,612,681 I See footnotes(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 DC 20004-2505

(City) (State) (Zip)
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 DC 20004-2505

(City) (State) (Zip)
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 DC 20004-2505

(City) (State) (Zip)
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 DC 20004-2505

(City) (State) (Zip)
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 DC 20004-2505

(City) (State) (Zip)
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 DC 20004-2505

(City) (State) (Zip)
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 DC 20004-2505

(City) (State) (Zip)
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 DC 20004-2505

(City) (State) (Zip)
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 DC 20004-2505

(City) (State) (Zip)
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 DC 20004-2505

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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 11/25/2020
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 11/25/2020
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 11/25/2020
Carlyle Holdings II L.L.C., By /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 11/25/2020
CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Authorized Person 11/25/2020
TC Group Cayman Investment Holdings, L.P., By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Authorized Person 11/25/2020
TC Group Cayman Investment Holdings Sub L.P., By: TC Group Cayman Investment Holdings, L.P.,, its general partner, By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Authorized Person 11/25/2020
TC Group VII, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person 11/25/2020
TC Group VII, L.P., By: /s/ Jeremy W. Anderson, Authorized Person 11/25/2020
Carlyle Partners VII Holdings, L.P., By TC Group VII, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person 11/25/2020
** 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).
** 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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