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*
Mango Lisa A
(Last) (First) (Middle)
C/O 1LIFE HEALTHCARE, INC.
ONE EMBARCADERO CENTER, SUITE 1900
(Street)
SAN FRANCISCO CA 94111
(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 10% Owner
X Officer (give title below) Other (specify below)
General Counsel and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 02/15/2022 M 2,221 A (1) 88,699(2) D
Common Stock 02/15/2022 S(3) 1,422 D $10.26 87,277 D
Common Stock 10/04/2022 M 19,779 A $12.16 108,164(4) D
Common Stock 10/04/2022 M 27,234 A $11.56 135,398 D
Common Stock 10/04/2022 M 42,500 A $11.47 177,898 D
Common Stock 10/04/2022 M 44,325 A $7.77 222,223 D
Common Stock 10/04/2022 S(5) 133,838 D $17.1763(6) 88,385 D
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
Restricted Stock Units (1) 02/15/2022 M 2,221 (7) (7) Common Stock 2,221 $0.00 6,662 D
Stock Options (Right to buy) $12.16 10/04/2022 M 19,779 (8) 01/14/2032 Common Stock 19,779 $0.00 91,293 D
Stock Option (Right to Buy) $11.56 10/04/2022 M 27,234 (8) 11/20/2029 Common Stock 27,234 $0.00 22,426 D
Stock Option (Right to Buy) $11.47 10/04/2022 M 42,500 (9) 09/18/2029 Common Stock 42,500 $0.00 42,564 D
Stock Option (Right to Buy) $7.77 10/04/2022 M 44,325 (8) 09/19/2028 Common Stock 44,325 $0.00 12,870 D
Explanation of Responses:
1. 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.
2. Includes 401 shares acquired under the issuer's 2020 Employee Stock Purchase Plan on November 15, 2021.
3. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs"). This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person.
4. Includes 1,108 shares acquired under the issuer's 2020 Employee Stock Purchase Plan on May 13, 2022.
5. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan and were conducted by the reporting person for tax and estate planning purposes. The reporting person has adopted Rule 10b5-1 plans in the past and has adopted this Rule 10b5-1 plan in the ordinary course. The trading plans and their parameters do not reflect the reporting person's views on the closing of the pending, previously announced, merger or the prospects of the Company's business after the closing.
6. This transaction was executed in multiple trades at prices ranging from $17.09 to $17.25. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
7. On 1/15/2021, the reporting person was granted 8,883 restricted stock units vesting in equal annual installments over four years on the anniversary of the vesting commencement date, subject to reporting person's continuous service as of each such date.
8. The shares subject to the option vest as follows: 1/48th of the shares subject to the option vest monthly over four years commencing on the vesting commencement date, subject to reporting person's continuous service as of each such date.
9. The shares subject to the option vest as follows: 20% of the shares subject to the option vest on the first anniversary of the vesting commencement date; and 1/60th of the shares subject to the option vest monthly thereafter over the following four years, subject to Reporting Person's continuous service as of each such date.
Remarks:
/s/ Ivy Tseng, Attorney-in-Fact for Lisa A Mango 10/06/2022
** 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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