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