FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
OAK INVESTMENT PARTNERS XII L P

(Last) (First) (Middle)
901 MAIN AVENUE, SUITE 600

(Street)
NORWALK CT 06851

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2020
3. Issuer Name and Ticker or Trading Symbol
1Life Healthcare Inc [ ONEM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 184,030 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Preferred Stock (2) (2) Common Stock 9,519,276 (2) I See Footnote(1)
Series E Preferred Stock (2) (2) Common Stock 2,308,074 (2) I See Footnote(1)
Warrant (Right to Buy) (3) 10/05/2020 Series G Preferred Stock 10,837 6.5858 I See Footnote(1)
Explanation of Responses:
1. Securities held by Oak Investment Partners XII, L.P., or Oak XII. Oak XII is managed by its general partner, Oak Associates XII, LLC, or Oak Associates XII. Ann H. Lamont, Bandel L. Carano, Edward F. Glassmeyer and Frederic W. Harman, collectively serve as Executive Managing Members of Oak Associates XII, or the Executive Managing Members. The Executive Managing Members have shared voting and investment control over all of the securities held by Oak XII. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities held by Oak XII, except to the extent of such person or entity's pecuniary interest in such securities.
2. Each share of Issuer's Preferred Stock will automatically convert into an equal number of shares of Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.
3. Shares subject to the warrant are immediately exercisable.
Remarks:
Oak Investment Partners XII, L.P. by: Oak Associates XII, LLC, its General Partner; and Oak Associates XII, LLC 01/30/2020
** 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 5 (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).
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