Sec Form 4 Filing - Kalen Holmes @ 1Life Healthcare Inc - 2023-02-22

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 Kalen Holmes 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 1LIFE HEALTHCARE, INC., ONE EMBARCADERO CENTER, SUITE 1900 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2023 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/22/2023 D 4,534 D $ 18 ( 1 ) 0 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 (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 Stock Options (Right to buy) $ 11.47 02/22/2023 D 13,617 ( 3 ) 09/18/2029 Common Stock 13,617 ( 2 ) 0 D Stock Option (Right to Buy) $ 11.47 02/22/2023 D 10,462 ( 4 ) 09/18/2029 Common Stock 10,462 ( 2 ) 0 D Stock Option (Right to Buy) $ 29 02/22/2023 D 5,294 ( 3 ) 05/13/2030 Common Stock 5,294 ( 5 ) 0 D Restricted Stock Units ( 6 ) 02/22/2023 D 20,728 ( 7 ) ( 7 ) Common Stock 20,728 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kalen Holmes C/O 1LIFE HEALTHCARE, INC. ONE EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO, CA94111 X Signatures /s/ Ivy Tseng, Attorney-in-Fact for Kalen Holmes 02/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 whollyowned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub onFebruary 22, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of Issuercommon stock, par value $0.001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was convertedautomatically into the right to receive $18.00 in cash, without interest (the "Merger Consideration"). ( 2 )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. ( 3 )The shares subject to the option are fully vested and immediately exercisable. ( 4 )The shares subject to the option vest as follows: 25% of the shares subject to the option vest on the first anniversary of the vesting commencement date; and 1/48th of the shares subject to the option vest monthly thereafter over the following three years, subject to reporting person's continuous service as of each such date. At the Effective Time, any unvested shares subject to the option was accelerated in full. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price perShare that is greater than the Merger Consideration was canceled without the payment of consideration. ( 6 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. RSUs convert into theissuer's common stock on a one-for-one basis. ( 7 )The RSUs vest on the earlier of (i) the date of the issuer's next annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the reporting person's service as a director ends at such meeting due to the director's failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of grant. At the Effective Time, each outstanding RSU that was unvested was accelerated in full and was automatically converted in to the right to receive the Merger Consideration.

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