SEC FORM 4 SEC Form 4
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*
Agarwal Vikas

(Last) (First) (Middle)
C/O 1LIFE HEALTHCARE, INC.
ONE EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
1Life Healthcare Inc [ ONEM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/15/2022 M 1,080 A (1) 6,245 D
Common Stock 08/15/2022 S 394(2) D $17.14 5,851 D
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) 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
Restricted Stock Units (1) 08/15/2022 M 1,080 (3) (3) Common Stock 1,080 $0.00 3,240 D
Explanation of Responses:
1. 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.
2. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the reporting person.
3. On August 15, 2021, the reporting person was granted 4,320 restricted stock units vesting in equal annual installments over four years on the anniversary of the grant date, subject to reporting person's continuous service as of each such date.
Remarks:
/s/ Ivy Tseng, Attorney-in-Fact for Vikas Agarwal 08/16/2022
** 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.
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)

	Know all by these presents, that the undersigned hereby
constitutes and appoints each of BJORN B. THALER, MATTHEW B.
HEMINGTON, LISA A. MANGO, IVY TSENG, MILSON YU and KRIS TAMASHIRO,
signing individually, the undersigned's true and lawful attorneys-in
fact and agents to:

(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director or beneficial owner of
more than 10% of a registered class of securities of 1Life
Healthcare, Inc. (the "Company"), Forms 3, 4 and 5 (including any
amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
the rules thereunder and a Form ID, Uniform Application for Access
Codes to File on EDGAR;


(2)	do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to execute such Forms
3, 4 or 5 or Form ID
(including any amendments thereto) and timely file such forms with
the United
States Securities and Exchange Commission and any stock exchange or
similar
authority; and

(3)	take any other action of any nature whatsoever in connection
with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit, in the best interest of, or legally required by, the
undersigned, it being
understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.

	This Power of Attorney shall remain in full force and effect
until the earliest to occur of (a) the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, (b)
revocation by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by
the Company or Cooley LLP.

	IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of July 5, 2022.


/s/ Vikas Agarwal
Vikas Agarwal