SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. )*

 

1Life Healthcare, Inc.

 

(Name of Issuer)

 

Common Stock

 

 (Title of Class of Securities)

 

68269G107

 

 (CUSIP Number)

 

December 31, 2020

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[_]Rule 13d-1(b)

 

[_]Rule 13d-1(c)

 

[X]Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

 

Page 1 of 19 Pages

Exhibit Index Contained on Page 18

 

 

 

 

CUSIP NO. 68269G10713 GPage 2 of 19

 

1 NAME OF REPORTING PERSON Benchmark Capital Partners V, L.P. (“BCP V”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
5,352,499 shares, except that Benchmark Capital Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”), the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
5,352,499 shares, except that BCMC V, the general partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 5,352,499
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12 TYPE OF REPORTING PERSON
PN
       

 

CUSIP NO. 68269G10713 GPage 3 of 19

 


1
NAME OF REPORTING PERSON Benchmark Founders’ Fund V, L.P. (“BFF V”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
655,888 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
655,888 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 655,888
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12 TYPE OF REPORTING PERSON
PN
       

 

CUSIP NO. 68269G10713 GPage 4 of 19

 

1 NAME OF REPORTING PERSON Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
125,578 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
125,578 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 125,578
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON
PN
       

 

CUSIP NO. 68269G10713 GPage 5 of 19

 

1 NAME OF REPORTING PERSON Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
98,816 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
98,816 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 98,816
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON
PN
       

 

CUSIP NO. 68269G10713 GPage 6 of 19

 


1
NAME OF REPORTING PERSON Benchmark Capital Management Co. V, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
12 TYPE OF REPORTING PERSON
OO
       

 

 

CUSIP NO. 68269G10713 GPage 7 of 19

 

1 NAME OF REPORTING PERSON      Alexandre Balkanski
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY EACH 

REPORTING 

PERSON 

WITH

 

5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
12 TYPE OF REPORTING PERSON IN
       

 

 

CUSIP NO. 68269G10713 GPage 8 of 19

 



1
NAME OF REPORTING PERSON      Bruce W. Dunlevie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
325,084 shares (including 1,512 shares issuable upon exercise of stock options).
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
325,084 shares (including 1,1512 shares issuable upon exercise of stock options).
  8 SHARED DISPOSITIVE POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,325,084
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
IN
       

 

 

CUSIP NO. 68269G10713 GPage 9 of 19

 



1
NAME OF REPORTING PERSON      Peter Fenton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
12 TYPE OF REPORTING PERSON
IN
       

 

CUSIP NO. 68269G10713 GPage 10 of 19

 



1
NAME OF REPORTING PERSON      J. William Gurley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
12 TYPE OF REPORTING PERSON
IN
       

 

CUSIP NO. 68269G10713 GPage 11 of 19

 



1
NAME OF REPORTING PERSON      Kevin R. Harvey  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
3,435 shares
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
3,435 shares
  8 SHARED DISPOSITIVE POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,003,435
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
12 TYPE OF REPORTING PERSON
IN
       

 

 

CUSIP NO. 68269G10713 GPage 12 of 19

 



1
NAME OF REPORTING PERSON      Robert C. Kagle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
272,099 shares
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
272,099 shares
  8 SHARED DISPOSITIVE POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,272,099
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
IN
       

 

 

CUSIP NO. 68269G10713 GPage 13 of 19

 



1
NAME OF REPORTING PERSON      Mitchell H. Lasky
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
125,977 shares
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
125,977 shares
  8 SHARED DISPOSITIVE POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,125,977
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12 TYPE OF REPORTING PERSON
IN
       

 

CUSIP NO. 68269G10713 GPage 14 of 19

 



1
NAME OF REPORTING PERSON      Steven M. Spurlock
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
32,128 shares
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
32,128 shares
  8 SHARED DISPOSITIVE POWER
7,000,000 shares, of which 5,352,499 are directly owned by BCP V, 655,888 are directly owned by BFF V, 125,578 are directly owned by BFF V-A, 98,816 are directly owned by BFF V-B and 767,219 are held in nominee form for the benefit of persons associated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,032,128
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
12 TYPE OF REPORTING PERSON
IN
       

 

 

CUSIP NO. 68269G10713 GPage 15 of 19

 

ITEM 1(A). NAME OF ISSUER
  1Life Healthcare, Inc.
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
  One Embarcadero Center, Suite 1900
  San Francisco, CA 94111
   
ITEM 2(A). NAME OF PERSONS FILING
  This Statement is filed by BCP V, BFF V, BFF V-A, BFF V-B, BCMC V, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
  BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
  Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
  The address for each reporting person is:
  Benchmark
  2965 Woodside Road
  Woodside, California 94062

 

ITEM 2(C). CITIZENSHIP
   
  BCP V, BFF V, BFF V-A and BFF V-B are Delaware limited partnerships.  BCMC V is a Delaware limited liability company.  Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are United States Citizens.

 

   
ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

  Common Stock
  CUSIP # 68269G107
   
ITEM 3. Not Applicable.  
   
ITEM 4. OWNERSHIP
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.  
   
  The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2020 (based on 133,012,658 shares of Common Stock of the issuer outstanding as of October 30, 2020 as reported by the issuer on Form 10-Q for the period ended September 30, 2020 and filed with the Securities and Exchange Commission on November 10, 2020).

 

 

CUSIP NO. 68269G10713 GPage 16 of 19

  

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A and BFF V-B, and the limited liability company agreement of BCMC V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.  
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
ITEM 10. CERTIFICATION
  Not applicable.

  

 

CUSIP NO. 68269G10713 GPage 17 of 19

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 16, 2021

 

  BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company
   
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member

 

 

 

  ALEXANDRE BALKANSKI
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  MITCHELL H. LASKY
  STEVEN M. SPURLOCK
     
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

  

 

CUSIP NO. 68269G10713 GPage 18 of 19

 

EXHIBIT INDEX

 

  Found on Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 19

  

 

CUSIP NO. 68269G10713 GPage 19 of 19

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of 1Life Healthcare, Inc. shall be filed on behalf of each Reporting Person. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.