Carlyle Group Inc. — Director's Dealing 2020

Feb 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: 1Life Healthcare Inc (ONEM)
CIK: 0001404123
Period of Report: 2020-02-04

Reporting Person: Carlyle Group Management L.L.C. (10% Owner)
Reporting Person: Carlyle Group Inc. (10% Owner)
Reporting Person: Carlyle Holdings II GP L.L.C. (10% Owner)
Reporting Person: Carlyle Holdings II L.L.C. (10% Owner)
Reporting Person: CG Subsidiary Holdings L.L.C. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings, L.P. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings Sub L.P. (10% Owner)
Reporting Person: TC Group VII, L.L.C. (10% Owner)
Reporting Person: TC Group VII, L.P. (10% Owner)
Reporting Person: Carlyle Partners VII Holdings, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-04	Common Stock	C	28157681	—	Acquired	28157681	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-04	Series A Preferred Stock	$	C	610000	Disposed		Common Stock (610000)	Indirect
2020-02-04	Series B Preferred Stock	$	C	86904	Disposed		Common Stock (86904)	Indirect
2020-02-04	Series C Preferred Stock	$	C	54148	Disposed		Common Stock (54148)	Indirect
2020-02-04	Series D Preferred Stock	$	C	116535	Disposed		Common Stock (116535)	Indirect
2020-02-04	Series E Preferred Stock	$	C	3716920	Disposed		Common Stock (3716920)	Indirect
2020-02-04	Series F Preferred Stock	$	C	4705523	Disposed		Common Stock (4705523)	Indirect
2020-02-04	Series G Preferred Stock	$	C	768069	Disposed		Common Stock (768069)	Indirect
2020-02-04	Series H Preferred Stock	$	C	400467	Disposed		Common Stock (400467)	Indirect
2020-02-04	Series I Preferred Stock	$	C	17699115	Disposed		Common Stock (17699115)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.