Sec Form 13G Filing - Benchmark Capital Partners V L P filing for 1LIFE HEALTHCARE INC (ONEM) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 1)*

 

1Life Healthcare, Inc.

 

(Name of Issuer)

 

Common Stock

 

 (Title of Class of Securities)

 

68269G107

 

 (CUSIP Number)

 

December 31, 2021

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

Page 1 of 18 Pages

Exhibit Index Contained on Page 17

 

 

 

CUSIP NO. 68269G10713 GPage 2 of 18

 

1 NAME OF REPORTING PERSON                Benchmark Capital Partners V, L.P. (“BCP V”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
-0-
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%
12

TYPE OF REPORTING PERSON

PN

 

CUSIP NO. 68269G10713 GPage 3 of 18

 

1 NAME OF REPORTING PERSON                Benchmark Founders’ Fund V, L.P. (“BFF V”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
-0-
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 

0.0%
12

TYPE OF REPORTING PERSON

PN

 

CUSIP NO. 68269G10713 GPage 4 of 18

 

1 NAME OF REPORTING PERSON                Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
-0-
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%
12

TYPE OF REPORTING PERSON

PN

 

CUSIP NO. 68269G10713 GPage 5 of 18

 

1 NAME OF REPORTING PERSON                Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
-0-
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%
12

TYPE OF REPORTING PERSON

PN

 

CUSIP NO. 68269G10713 GPage 6 of 18

 

1 NAME OF REPORTING PERSON                Benchmark Capital Management Co. V, L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
-0-
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%
12

TYPE OF REPORTING PERSON

OO

  

CUSIP NO. 68269G10713 GPage 7 of 18

 

1 NAME OF REPORTING PERSON                Alexandre Balkanski
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
305,450 shares
  6 -0-
  7 SOLE DISPOSITIVE POWER
305,450 shares
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

305,450
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 

0.2%
12

TYPE OF REPORTING PERSON

IN

  

CUSIP NO. 68269G10713 GPage 8 of 18

 

1 NAME OF REPORTING PERSON                Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
666,601 shares
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
666,601 shares
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

666,601
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 

0.3%
12

TYPE OF REPORTING PERSON

IN

 

CUSIP NO. 68269G10713 GPage 9 of 18

 

1 NAME OF REPORTING PERSON                Peter Fenton
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
269,218 shares
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
269,218 shares
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

269,218
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 

0.1%
12

TYPE OF REPORTING PERSON

IN

 

CUSIP NO. 68269G10713 GPage 10 of 18

 

1 NAME OF REPORTING PERSON                J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
287,333 shares
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
287,333 shares
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

287,333
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 

0.2%
12

TYPE OF REPORTING PERSON

IN

 

CUSIP NO. 68269G10713 GPage 11 of 18

 

1 NAME OF REPORTING PERSON                Kevin R. Harvey  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
108,442 shares
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
108,442 shares
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

108,442
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 

0.1%
12

TYPE OF REPORTING PERSON

IN

 

CUSIP NO. 68269G10713 GPage 12 of 18

 

1 NAME OF REPORTING PERSON                Robert C. Kagle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
146,085 shares
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
146,085 shares
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

146,085
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 

0.1%
12

TYPE OF REPORTING PERSON

IN

 

CUSIP NO. 68269G10713 GPage 13 of 18

 

1 NAME OF REPORTING PERSON                Mitchell H. Lasky
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
259,007 shares
  6 SHARED VOTING POWER
-0-
  7 SOLE DISPOSITIVE POWER
259,007 shares
  8 SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

259,007
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 

0.1%
12

TYPE OF REPORTING PERSON

IN

 

CUSIP NO. 68269G10713 GPage 14 of 18

 

ITEM 1(A). NAME OF ISSUER
  1Life Healthcare, Inc.
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
  One Embarcadero Center, Suite 1900
  San Francisco, CA 94111
   
ITEM 2(A). NAME OF PERSONS FILING
  This Statement is filed by BCP V, BFF V, BFF V-A, BFF V-B, BCMC V, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
  BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
  Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
  The address for each reporting person is:
  Benchmark
  2965 Woodside Road
  Woodside, California 94062

 

ITEM 2(C). CITIZENSHIP
   
  BCP V, BFF V, BFF V-A and BFF V-B are Delaware limited partnerships. BCMC V is a Delaware limited liability company. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are United States Citizens.

 

   
ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

  Common Stock
  CUSIP # 68269G107
   
ITEM 3. Not Applicable.  
   
ITEM 4. OWNERSHIP
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.  
   
  The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021 (based on 190,888,777 shares of Common Stock of the issuer outstanding as of October 25, 2021 as reported by the issuer on Form 10-Q for the period ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021).

 

CUSIP NO. 68269G10713 GPage 15 of 18

  

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:      ý Yes
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A and BFF V-B, and the limited liability company agreement of BCMC V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.  
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
ITEM 10. CERTIFICATION
  Not applicable.

  

CUSIP NO. 68269G10713 GPage 16 of 18

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2022

 

  BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company
   
  By: /s/ An-Yen Hu
    An-Yen Hu, by power of attorney

 

  ALEXANDRE BALKANSKI
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  MITCHELL H. LASKY
     
  By: /s/ An-Yen Hu
    An-Yen Hu
    Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

  

CUSIP NO. 91688F10413 GPage 17 of 18

 

EXHIBIT INDEX

 

  Found on Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 18

  

CUSIP NO. 91688F10413 GPage 18 of 18

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of 1Life Healthcare, Inc. shall be filed on behalf of each Reporting Person. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.