4//SEC Filing
Agarwal Vikas 4
Accession 0001562180-23-001863
CIK 0001404123other
Filed
Feb 23, 7:00 PM ET
Accepted
Feb 24, 6:38 PM ET
Size
25.7 KB
Accession
0001562180-23-001863
Insider Transaction Report
Form 4
Agarwal Vikas
Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Stock
2023-02-22$18.00/sh−8,866$159,588→ 0 total - Disposition to Issuer
Restricted Stock Units
2023-02-22−3,116→ 0 total→ Common Stock (3,116 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-22−1,658→ 0 total→ Common Stock (1,658 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-22−16,950→ 0 total→ Common Stock (16,950 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-22−15,025→ 0 total→ Common Stock (15,025 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-22−3,240→ 0 total→ Common Stock (3,240 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-22−12,907→ 0 total→ Common Stock (12,907 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-22−21,906→ 0 total→ Common Stock (21,906 underlying)
Footnotes (5)
- [F1]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 wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on February 22, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of Issuer common stock, par value $0.001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $18.00 in cash, without interest (the "Merger Consideration").
- [F2]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. RSUs convert into the issuer's common stock on a one-for-one basis.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU granted under any Issuer Stock Plan that was unvested as of the 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 Merger Consideration 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 were applicable to such unvested RSU immediately prior to the Effective Time, (y) shall vest in installments over the remainder of the vesting schedule of such RSU based on the same percentage of the RSU that would have vested on each applicable vesting date and (z) shall be subject to forfeiture on the same terms and conditions as were applicable to such RSU, subject to any required withholding of taxes.
- [F4]The RSUs vest in equal annual installments over four years on the anniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date.
- [F5]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 the second anniversary of the grant date; and 15% vesting on each of the third and fourth anniversaries of the grant date, subject to reporting person's continuous service as of each such date.
Issuer
1Life Healthcare Inc
CIK 0001404123
Entity typeother
Related Parties
1- filerCIK 0001937373
Filing Metadata
- Form type
- 4
- Filed
- Feb 23, 7:00 PM ET
- Accepted
- Feb 24, 6:38 PM ET
- Size
- 25.7 KB