Sec Form 3 Filing - SPURLOCK STEVEN M @ 1Life Healthcare Inc - 2020-01-30

FORM 3 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 SPURLOCK STEVEN M 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 BENCHMARK, 2965 WOODSIDE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2020 (Street) WOODSIDE, CA94062 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 187,000 I See Footnote ( 1 )

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 Series B Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 5,749,630 I See Footnote ( 1 ) Series C Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 3,736,192 I See Footnote ( 1 ) Series D Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 3,046,168 I See Footnote ( 1 ) Series E Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 679,393 I See Footnote ( 1 ) Series G Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 220,217 I See Footnote ( 1 ) Warrant (Right to Buy) $ 6.5858 ( 3 ) 10/03/2020 Series G Preferred Stock 11,010 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPURLOCK STEVEN M C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BALKANSKI ALEXANDRE 2965 WOODSIDE ROAD WOODSIDE, CA94062 X FENTON PETER H 2965 WOODSIDE ROAD WOODSIDE, CA94062 X GURLEY J WILLIAM 2965 WOODSIDE ROAD WOODSIDE, CA94062 X HARVEY KEVIN 2965 WOODSIDE ROAD WOODSIDE, CA94062 X KAGLE ROBERT 2965 WOODSIDE ROAD WOODSIDE, CA94062 X LASKY MITCHELL 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Signatures /s/ Steven M. Spurlock 01/30/2020 Signature of Reporting Person Date /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 01/30/2020 Signature of Reporting Person Date /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 01/30/2020 Signature of Reporting Person Date /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 01/30/2020 Signature of Reporting Person Date /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 01/30/2020 Signature of Reporting Person Date /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 01/30/2020 Signature of Reporting Person Date /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 01/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities held by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B"), and related individuals. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over the securities. Bruce W. Dunlevie, a member of the Issuer's board of directors, Alexandre Balkanski, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC V, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person or entity's pecuniary interest in such securities. ( 2 )Each share of Issuer's Preferred Stock will automatically convert into an equal number of shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date. ( 3 )Shares subject to the warrant are immediately exercisable.

Remarks: This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members.

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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