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*
Rubin Amir Dan
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chair, CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2020
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 11/11/2020 M(1) 235,000 A $4.01 484,377 D
Common Stock 11/11/2020 S(2) 232,200 D $34.3847(3) 252,177 D
Common Stock 11/11/2020 S(2) 2,800 D $35.2775(4) 249,377 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
Stock Option (Right to Buy) $4.01 11/11/2020 M 235,000 (1) 09/13/2027 Common Stock 235,000 $0.00 6,301,460(5) D
Stock Option (Right to Buy)(5) $4.01 (6) 09/13/2027 Common Stock 1,589,798 1,589,798 D
Explanation of Responses:
1. 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.
2. These trades were made pursuant to a Rule 10b5-1 trading plan with shares of common stock received upon concurrent exercises of stock options.
3. This transaction was executed in multiple trades at prices ranging from $34.00 to $34.90. 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.
4. This transaction was executed in multiple trades at prices ranging from $35.00 to $35.50. 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.
5. On August 19, August 21, August 25, August 31 and September 30, 2020, the reporting person filed Forms 4 which inadvertently reported the incorrect stock option (the "Prior Option") from which shares were exercised for trades pursuant to a Rule 10b5-1 trading plan. This number has been adjusted to reflect the correct stock option from which shares were exercised as reflected in the abovementioned Forms 4. In addition, the reporting person has set forth in this Table II the exercise price, expiration date and total number of shares of common stock underlying the Prior Option as of the date of this Form 4 solely for convenience of the reader.
6. The shares subject to the Prior Option vested upon the execution of the underwriting agreement in connection with the Issuer's initial public offering.
Remarks:
/s/ Matthew B. Hemington, Attorney-in-Fact for Amir Dan Rubin 11/13/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.