Sec Form 4 Filing - Agarwal Vikas @ 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 Agarwal Vikas 2. Issuer Name and Ticker or Trading Symbol 1Life Healthcare Inc [ ONEM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (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 8,866 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 Restricted Stock Units ( 2 ) 02/22/2023 D 3,116 ( 4 ) ( 4 ) Common Stock 3,116 ( 3 ) 0 D Restricted Stock Units ( 2 ) 02/22/2023 D 1,658 ( 4 ) ( 4 ) Common Stock 1,658 ( 3 ) 0 D Restricted Stock Units ( 2 ) 02/22/2023 D 3,240 ( 4 ) ( 4 ) Common Stock 3,240 ( 3 ) 0 D Restricted Stock Units ( 2 ) 02/22/2023 D 12,907 ( 4 ) ( 4 ) Common Stock 12,907 ( 3 ) 0 D Restricted Stock Units ( 2 ) 02/22/2023 D 16,950 ( 5 ) ( 5 ) Common Stock 16,950 ( 3 ) 0 D Restricted Stock Units ( 2 ) 02/22/2023 D 21,906 ( 4 ) ( 4 ) Common Stock 21,906 ( 3 ) 0 D Restricted Stock Units ( 2 ) 02/22/2023 D 15,025 ( 4 ) ( 4 ) Common Stock 15,025 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Agarwal Vikas C/O 1LIFE HEALTHCARE, INC. ONE EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO, CA94111 Chief Accounting Officer Signatures /s/ Ivy Tseng, Attorney-in-Fact for Vikas Agarwal 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 )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. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU granted under any Issuer Stock Plan that was unvested as ofthe Effective Time, by virtue of the Merger, was converted into the right to receive an amount in cash equal to the product of (i) the MergerConsideration and (ii) the aggregate number of Shares subject to such unvested RSU as of immediately prior to the Effective Time (the"Unvested RSU Payment"), provided that such Unvested RSU Payment (x) shall be subject to the same vesting and forfeiture provisions as wereapplicable to such unvested RSU immediately prior to the Effective Time, (y) shall vest in installments over the remainder of the vesting scheduleof such RSU based on the same percentage of the RSU that would have vested on each applicable vesting date and (z) shall be subject toforfeiture on the same terms and conditions as were applicable to such RSU, subject to any required withholding of taxes. ( 4 )The RSUs vest in equal annual installments over four years on the anniversary of the vesting commencement date, subject to the reportingperson's continuous service as of each such date. ( 5 )The RSUs vest annually over four years, with 50% of the RSUs units vesting on the first anniversary of the grant date; 20% vesting on thesecond anniversary of the grant date; and 15% vesting on each of the third and fourth anniversaries of the grant date, subject to reportingperson's continuous service as of each such 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).

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