SEC Form 4: Kennedy David P returned $4,699,152 worth of shares to the company (261,064 units at $18.00), closing all direct ownership in the company
$ONEM
Medical/Nursing Services
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
1Life Healthcare Inc [ ONEM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/22/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 10,285 | D | $18(1) | 0.00 | D | |||
| Common Stock | 02/22/2023 | D | 250,779 | D | $18(1) | 0.00 | I | By Trust(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | 10,462 | (4) | 09/18/2029 | Common Stock | 10,462 | (3) | 0.00 | D | ||||
| Stock Option (Right to Buy) | $20.55 | 02/22/2023 | D | 984 | (6) | 04/14/2030 | Common Stock | 984 | (5) | 0.00 | D | ||||
| Stock Option (Right to Buy) | $29 | 02/22/2023 | D | 5,294 | (6) | 05/13/2030 | Common Stock | 5,294 | (5) | 0.00 | D | ||||
| Stock Option (Right to Buy) | $40.55 | 02/22/2023 | D | 498 | (6) | 07/14/2030 | Common Stock | 498 | (5) | 0.00 | D | ||||
| Stock Option (Right to Buy) | $30.48 | 02/22/2023 | D | 676 | (6) | 10/14/2030 | Common Stock | 676 | (5) | 0.00 | D | ||||
| Stock Option (Right to Buy) | $42.68 | 02/22/2023 | D | 483 | (6) | 01/14/2031 | Common Stock | 483 | (5) | 0.00 | D | ||||
| Stock Option (Right to Buy) | $42.7 | 02/22/2023 | D | 479 | (6) | 04/14/2031 | Common Stock | 479 | (5) | 0.00 | D | ||||
| Restricted Stock Units | (7) | 02/22/2023 | D | 20,728 | (8) | (8) | Common Stock | 20,728 | (8) | 0.00 | D | ||||
| 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 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"). |
| 2. Shares held by the Cape Lone Star Trust for which the Reporting Person and his wife are trustees. |
| 3. 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. |
| 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 per Share that is greater than the Merger Consideration was canceled without the payment of consideration. |
| 6. The shares subject to the option are fully vested and immediately exercisable. |
| 7. 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. |
| 8. 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. |
| Remarks: |
| /s/ Ivy Tseng, Attorney-in-Fact for David P. Kennedy | 02/24/2023 | |
| ** Signature of Reporting Person | 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||