FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
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Carlyle Group Management L.L.C. |
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2. Issuer Name and Ticker or Trading Symbol 1Life Healthcare Inc [ONEM]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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C/O THE CARLYLE GROUP, 1001, PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH |
3. Date of Earliest Transaction (Month/Day/Year) 02/04/2020 |
WASHINGTON, DC 20004-2505 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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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)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 02/04/2020 |
| C |
| 28,157,681 | A | (1) | 28,157,681 | I | See footnotes (2) (3) |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock | (1) | 02/04/2020 |
| C |
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| 610,000 |
(1) |
(1) | Common Stock | 610,000 |
$
0
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0
| I | See footnotes (2) (3) |
Series B Preferred Stock | (1) | 02/04/2020 |
| C |
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| 86,904 |
(1) |
(1) | Common Stock | 86,904 |
$
0
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0
| I | See footnotes (2) (3) |
Series C Preferred Stock | (1) | 02/04/2020 |
| C |
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| 54,148 |
(1) |
(1) | Common Stock | 54,148 |
$
0
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0
| I | See footnotes (2) (3) |
Series D Preferred Stock | (1) | 02/04/2020 |
| C |
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| 116,535 |
(1) |
(1) | Common Stock | 116,535 |
$
0
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0
| I | See footnotes (2) (3) |
Series E Preferred Stock | (1) | 02/04/2020 |
| C |
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| 3,716,920 |
(1) |
(1) | Common Stock | 3,716,920 |
$
0
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0
| I | See footnotes (2) (3) |
Series F Preferred Stock | (1) | 02/04/2020 |
| C |
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| 4,705,523 |
(1) |
(1) | Common Stock | 4,705,523 |
$
0
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0
| I | See footnotes (2) (3) |
Series G Preferred Stock | (1) | 02/04/2020 |
| C |
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| 768,069 |
(1) |
(1) | Common Stock | 768,069 |
$
0
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0
| I | See footnotes (2) (3) |
Series H Preferred Stock | (1) | 02/04/2020 |
| C |
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| 400,467 |
(1) |
(1) | Common Stock | 400,467 |
$
0
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0
| I | See footnotes (2) (3) |
Series I Preferred Stock | (1) | 02/04/2020 |
| C |
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| 17,699,115 |
(1) |
(1) | Common Stock | 17,699,115 |
$
0
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0
| I | See footnotes (2) (3) |
Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Carlyle Group Management L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Carlyle Group Inc. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Carlyle Holdings II GP L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Carlyle Holdings II L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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CG Subsidiary Holdings L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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TC Group Cayman Investment Holdings, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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TC Group Cayman Investment Holdings Sub L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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TC Group VII, L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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TC Group VII, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Carlyle Partners VII Holdings, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Signatures
Carlyle Group Management L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
02/05/2020 |
**Signature of Reporting Person | Date |
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
02/05/2020 |
**Signature of Reporting Person | Date |
Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
02/05/2020 |
**Signature of Reporting Person | Date |
Carlyle Holdings II L.L.C., By: Carlyle Holdings II GP L.L.C., its managing member, By: The Carlyle Group Inc., its sole member, By /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
02/05/2020 |
**Signature of Reporting Person | Date |
CG Subsidiary Holdings L.L.C., By: Carlyle Holdings II L.L.C., its managing member, By: Carlyle Holdings II GP L.L.C., its managing member, By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, CFO | |
02/05/2020 |
**Signature of Reporting Person | Date |
TC Group Cayman Investment Holdings, L.P., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
02/05/2020 |
**Signature of Reporting Person | Date |
TC Group Cayman Investment Holdings Sub L.P., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
02/05/2020 |
**Signature of Reporting Person | Date |
TC Group VII, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person | |
02/05/2020 |
**Signature of Reporting Person | Date |
TC Group VII, L.P., By: /s/ Jeremy W. Anderson, Authorized Person | |
02/05/2020 |
**Signature of Reporting Person | Date |
Carlyle Partners VII Holdings, L.P., By: /s/ Jeremy W. Anderson, Authorized Person | |
02/05/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(1) | The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and had no expiration date. |
(2) | Carlyle Partners VII Holdings, L.P. is the record holder of the securities reported herein. Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., a publicly traded company listed on Nasdaq. The Carlyle Group Inc. is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VII, L.L.C., which is the general partner of TC Group VII, L.P., which is the general partner of Carlyle Partners VII Holdings, L.P. |
(3) | Cont'd from footnote 2. Voting and investment determinations with respect to the shares of common stock held by Carlyle Partners VII Holdings, L.P. are made by an investment committee of TC Group VII, L.P. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VII Holdings, L.P. Each of them disclaims beneficial ownership of such securities. |
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