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Sec Form 4 Filing - Carlyle Group Management L.L.C. @ 1Life Healthcare Inc - 2020-11-23

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Carlyle Group Management L.L.C.
2. Issuer Name and Ticker or Trading Symbol
1Life Healthcare Inc [ ONEM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O THE CARLYLE GROUP, 1001, PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
11/23/2020
(Street)
WASHINGTON, DC20004-2505
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/23/2020 S 7,000,000 D $ 33.3 13,612,681 I See footnotes ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carlyle Group Management L.L.C.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Carlyle Group Inc.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Carlyle Holdings II GP L.L.C.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Carlyle Holdings II L.L.C.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
CG Subsidiary Holdings L.L.C.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
TC Group Cayman Investment Holdings, L.P.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
TC Group Cayman Investment Holdings Sub L.P.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
TC Group VII, L.L.C.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
TC Group VII, L.P.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Carlyle Partners VII Holdings, L.P.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Signatures
Carlyle Group Management L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 11/25/2020
** Signature of Reporting Person Date
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 11/25/2020
** Signature of Reporting Person Date
Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 11/25/2020
** Signature of Reporting Person Date
Carlyle Holdings II L.L.C., By /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 11/25/2020
** Signature of Reporting Person Date
CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Authorized Person 11/25/2020
** Signature of Reporting Person Date
TC Group Cayman Investment Holdings, L.P., By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Authorized Person 11/25/2020
** Signature of Reporting Person Date
TC Group Cayman Investment Holdings Sub L.P., By: TC Group Cayman Investment Holdings, L.P.,, its general partner, By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Authorized Person 11/25/2020
** Signature of Reporting Person Date
TC Group VII, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person 11/25/2020
** Signature of Reporting Person Date
TC Group VII, L.P., By: /s/ Jeremy W. Anderson, Authorized Person 11/25/2020
** Signature of Reporting Person Date
Carlyle Partners VII Holdings, L.P., By TC Group VII, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person 11/25/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Carlyle Partners VII Holdings, L.P. is the record holder of the securities reported herein. Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., a publicly traded company listed on Nasdaq. The Carlyle Group Inc. is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VII, L.L.C., which is the general partner of TC Group VII, L.P., which is the general partner of Carlyle Partners VII Holdings, L.P.
( 2 )Cont'd from footnote 2. Voting and investment determinations with respect to the shares of common stock held by Carlyle Partners VII Holdings, L.P. are made by an investment committee of TC Group VII, L.P. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VII Holdings, L.P. Each of them disclaims beneficial ownership of such securities.

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).

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