0001562180-23-001866.txt : 20230224 0001562180-23-001866.hdr.sgml : 20230224 20230224184101 ACCESSION NUMBER: 0001562180-23-001866 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: Rubin Amir Dan CENTRAL INDEX KEY: 0001642829 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39203 FILM NUMBER: 23669331 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 false 0001404123 1Life Healthcare Inc ONEM 0001642829 Rubin Amir Dan C/O 1LIFE HEALTHCARE, INC. ONE EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO CA 94111 true true false false Chair, CEO and President Common Stock 2023-02-22 4 D false 99748.00 18.00 D 0.00 D Stock Option (Right to Buy) 11.56 2023-02-22 4 D false 2064765.00 D 2029-11-20 Common Stock 2064765.00 0.00 D Stock Options (Right to buy) 43.31 2023-02-22 4 D false 8645823.00 D 2030-12-27 Common Stock 8645823.00 0.00 D Restricted Stock Units 2023-02-22 4 D false 583090.00 D Common Stock 583090.00 0.00 D Restricted Stock Units 2023-02-22 4 D false 477612.00 D Common Stock 477612.00 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"). Pursuant to the Merger Agreement, at the Effective Time, each outstanding option ("Option") to purchase Shares granted under any of the Issuer's 2007 Equity Incentive Plan, 2017 Equity Incentive Plan, 2020 Equity Incentive Plan and the Iora Third Amended and Restated 2011 Equity Incentive Plan (collective, the "Issuer Stock Plans") or portion thereof that was vested or became vested as of the Effective Time, and had an exercise price per Share that is less than the Merger Consideration, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Option and (ii) the aggregate number of Shares issuable upon exercise of such Option or portion thereof, subject to any required withholding of taxes. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Option that was unvested and that had an exercise price per Share that was less than the Merger Consideration was, by virtue of the Merger, converted into the right to receive an amount in cash equal to the product of (i) the amount by which the Merger Consideration exceeds the exercise price per Share of such Option and (ii) the aggregate number of Shares subject to such unvested Option or portion thereof as of immediately prior to the Effective Time (the "Unvested Option Payment"), provided that such Unvested Option Payment (x) shall be subject to the same vesting and forfeiture provisions as were applicable to such unvested Option immediately prior to the Effective Time, (y) shall vest in installments over the remainder of the vesting schedule of such Option based on the same percentage of the Option that would have vested on each applicable vesting date, subject to any required withholding of taxes. The shares subject to the option vest as follows: 63% of the shares subject to the option vest ratably on a monthly basis from the vesting commencement date through August 2023; 25% of the shares subject to the option vest ratably on a monthly basis from September 2023 to August 2024; and the remaining 12% of the shares subject to the option vest ratably on a monthly basis from September 2024 to August 2025, subject to reporting person's continuous service as of each such date. Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration. The stock option vests, if at all, (1) as to 1/84th of the shares in equal monthly increments over the first seven years from the date of grant, and (2) the achievement of four stock price milestones (with an equal or greater number of shares subject to vesting with respect to each higher stock price milestone). Once a stock price milestone is met, then vesting for that portion of the grant meeting that stock price milestone becomes subject solely to the time-based vesting requirement. No shares will vest with respect to the portion of the performance-based stock option for which the applicable stock price milestone is not met. 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. 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. At the Effective Time, each outstanding RSU that was unvested was forfeited for no consideration. 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. At the Effective Time, each outstanding RSU that was unvested was forfeited for no consideration. /s/ Ivy Tseng, Attorney-in-Fact for Amir Dan Rubin 2023-02-24 EX-24 2 arubinpoa.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of BJORN B. THALER, LISA A. MANGO, MATTHEW B. HEMINGTON and IVY TSENG, 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. The undersigned hereby acknowledges that this Power of Attorney supersedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of Date: February 8, 2021. /s/ Amir Rubin Amir Rubin