Mango Lisa A 4

Accession 0001562180-23-001865

CIK 0001404123other

View on SEC.gov Company Profile

Filed

Feb 23, 7:00 PM ET

Accepted

Feb 24, 6:39 PM ET

Size

40.5 KB

Accession

0001562180-23-001865

Insider Transaction Report

Form 4

Period: 2023-02-22

1Life Healthcare IncONEM

Mango Lisa A

General Counsel and Secretary

Transactions

Disposition to Issuer
Common Stock
2023-02-22$18.00/sh−88,385$1,590,930→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2023-02-22−3,750→ 0 total
Exercise: $4.01Exp: 2027-09-13→ Common Stock (3,750 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-02-22−12,870→ 0 total
Exercise: $7.77Exp: 2028-09-19→ Common Stock (12,870 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-02-22−55,000→ 0 total
Exercise: $11.47Exp: 2029-09-18→ Common Stock (55,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-02-22−19,222→ 0 total
Exercise: $11.56Exp: 2029-11-20→ Common Stock (19,222 underlying)
Disposition to Issuer
Stock Options (Right to buy)
2023-02-22−42,325→ 0 total
Exercise: $42.68Exp: 2031-01-14→ Common Stock (42,325 underlying)
Disposition to Issuer
Stock Options (Right to buy)
2023-02-22−74,702→ 0 total
Exercise: $19.81Exp: 2031-11-18→ Common Stock (74,702 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-02-22−93,948→ 0 total
Exercise: $12.16Exp: 2032-01-14→ Common Stock (93,948 underlying)
Disposition to Issuer
Restricted Stock Units
2023-02-22−25,627→ 0 total
→ Common Stock (25,627 underlying)
Disposition to Issuer
Restricted Stock Units
2023-02-22−34,573→ 0 total
→ Common Stock (34,573 underlying)
Disposition to Issuer
Restricted Stock Units
2023-02-22−237,529→ 0 total
→ Common Stock (237,529 underlying)
Disposition to Issuer
Restricted Stock Units
2023-02-22−4,441→ 0 total
→ Common Stock (4,441 underlying)
Disposition to Issuer
Restricted Stock Units
2023-02-22−119,403→ 0 total
→ Common Stock (119,403 underlying)

Footnotes (13)

[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").
[F10]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.
[F11]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.
[F12]The RSUs vest annually over three years, with 25% of the RSUs vesting on each of the first and second anniversaries of the vesting commencement date and 50% of the RSUs vesting on the third anniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date.
[F13]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.
[F2]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.
[F3]The shares subject to the option are fully vested and immediately exercisable.
[F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding Option that was unvested and that had an exercise price per Share that was less than the Merger Consideration was, by virtue of the Merger, converted into the right to receive an amount in cash equal to the product of (i) the amount by which the Merger Consideration exceeds the exercise price per Share of such Option and (ii) the aggregate number of Shares subject to such unvested Option or portion thereof as of immediately prior to the Effective Time (the "Unvested Option Payment"), provided that such Unvested Option Payment (x) shall be subject to the same vesting and forfeiture provisions as were applicable to such unvested Option immediately prior to the Effective Time, (y) shall vest in installments over the remainder of the vesting schedule of such Option based on the same percentage of the Option that would have vested on each applicable vesting date, subject to any required withholding of taxes.
[F5]The shares subject to the option vest as follows: 20% of the shares subject to the option vest on the first anniversary of the vesting commencement date; and 1/60th of the shares subject to the option vest monthly thereafter over the following four years, subject to reporting person's continuous service as of each such date.
[F6]The shares subject to the option vest as follows: 1/48th of the shares subject to the option vest monthly over four years commencing on the vesting commencement date, subject to reporting person's continuous service as of each such date.
[F7]Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration.
[F8]The shares subject to the option vest as follows: options vest monthly over three years, with 25% of the shares subject to the option vesting on each of the first and second anniversaries of the vesting commencement date and 50% of the shares subject to the option vesting on the third anniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date.
[F9]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.

Documents

2 files

Issuer

1Life Healthcare Inc

CIK 0001404123

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Entity typeother

Related Parties

filerCIK 0001800511

Filing Metadata

Form type: 4
Filed: Feb 23, 7:00 PM ET
Accepted: Feb 24, 6:39 PM ET
Size: 40.5 KB

View on SEC.gov