0001562180-23-001863.txt : 20230224 0001562180-23-001863.hdr.sgml : 20230224 20230224183852 ACCESSION NUMBER: 0001562180-23-001863 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: Agarwal Vikas CENTRAL INDEX KEY: 0001937373 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39203 FILM NUMBER: 23669323 MAIL ADDRESS: STREET 1: C/O 1LIFE HEALTHCARE, INC. STREET 2: ONE EMBARCADERO CENTER SUITE 1900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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 0001937373 Agarwal Vikas C/O 1LIFE HEALTHCARE, INC. ONE EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO CA 94111 false true false false Chief Accounting Officer Common Stock 2023-02-22 4 D false 8866.00 18.00 D 0.00 D Restricted Stock Units 2023-02-22 4 D false 3116.00 D Common Stock 3116.00 0.00 D Restricted Stock Units 2023-02-22 4 D false 1658.00 D Common Stock 1658.00 0.00 D Restricted Stock Units 2023-02-22 4 D false 3240.00 D Common Stock 3240.00 0.00 D Restricted Stock Units 2023-02-22 4 D false 12907.00 D Common Stock 12907.00 0.00 D Restricted Stock Units 2023-02-22 4 D false 16950.00 D Common Stock 16950.00 0.00 D Restricted Stock Units 2023-02-22 4 D false 21906.00 D Common Stock 21906.00 0.00 D Restricted Stock Units 2023-02-22 4 D false 15025.00 D Common Stock 15025.00 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. Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU granted under any Issuer Stock Plan that was unvested as of the Effective Time, by virtue of the Merger, was converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the aggregate number of Shares subject to such unvested RSU as of immediately prior to the Effective Time (the "Unvested RSU Payment"), provided that such Unvested RSU Payment (x) shall be subject to the same vesting and forfeiture provisions as were applicable to such unvested RSU immediately prior to the Effective Time, (y) shall vest in installments over the remainder of the vesting schedule of such RSU based on the same percentage of the RSU that would have vested on each applicable vesting date and (z) shall be subject to forfeiture on the same terms and conditions as were applicable to such RSU, subject to any required withholding of taxes. The RSUs vest in equal annual installments over four years on the anniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date. The RSUs vest annually over four years, with 50% of the RSUs units vesting on the first anniversary of the grant date; 20% vesting on the second anniversary of the grant date; and 15% vesting on each of the third and fourth anniversaries of the grant date, subject to reporting person's continuous service as of each such date. /s/ Ivy Tseng, Attorney-in-Fact for Vikas Agarwal 2023-02-24 EX-24 2 vagarwalpoa.txt POA POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of BJORN B. THALER, MATTHEW B. HEMINGTON, LISA A. MANGO, IVY TSENG, MILSON YU and KRIS TAMASHIRO, 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. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of July 5, 2022. /s/ Vikas Agarwal Vikas Agarwal