American Well Corp — Director's Dealing 2020

Sep 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: American Well Corp (AMWL)
CIK: 0001393584
Period of Report: 2020-06-18

Reporting Person: Schoenberg Roy (Director, President, co-CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-01	Common Stock	M	1430440	—	Acquired	14975163	Direct
2020-09-21	Common Stock	J	14975163	—	Disposed	0	Direct
2020-09-21	Class A Common Stock	J	14975163	—	Acquired	14975163	Direct
2020-09-21	Class A Common Stock	J	14975163	—	Disposed	0	Direct
2020-09-21	Class A Common Stock	A	1153022	—	Acquired	1153022	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-18	Restricted Stock Units	$	A	2860880	Acquired		Common Stock (2860880)	Direct
2020-07-01	Restricted Stock Units	$	M	1430000	Disposed		Common Stock (1430000)	Direct
2020-09-21	Restricted Stock Units	$	J	1430000	Disposed		Common Stock (1430000)	Direct
2020-09-21	Restricted Stock Units	$	J	1430000	Acquired		Class A Common Stock (1430000)	Direct
2020-09-21	Restricted Stock Units	$	J	1430000	Disposed		Class A Common Stock (1430000)	Direct
2020-09-21	Restricted Stock Units	$	J	1430000	Acquired		Class B Common Stock (1430000)	Direct
2020-09-21	Stock Options	$5.56	J	1764883	Disposed	2028-10-25	Common Stock (1764883)	Direct
2020-09-21	Stock Options	$5.56	J	1764883	Acquired	2028-10-25	Class A Common Stock (1764883)	Direct
2020-09-21	Stock Options	$5.56	J	1764883	Disposed	2028-10-25	Class A Common Stock (1764883)	Direct
2020-09-21	Stock Options	$5.56	J	1764883	Acquired	2028-10-25	Class B Common Stock (1764883)	Direct
2020-09-21	Class B Common Stock	$	J	14975163	Acquired		Class A Common Stock (14975163)	Direct
2020-09-21	Class B Common Stock	$	D	350815	Disposed		Class A Common Stock (350815)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") converted into Common Stock on a one-for-one basis.

F2: Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Series A Common Stock, which in turn was exchanged, immediately and automatically, for one share of Class B Common Stock.

F3: Represents a grant of RSUs which vest over the period ending September 21, 2023.

F4: Each RSU represented a contingent right to receive one share of Common Stock, Class A Common Stock or Class B Common Stock, as applicable.

F5: Represents a grant of RSUs which vest over the period ending January 1, 2022, with 50% of the RSUs vesting on July 1, 2020 and the remaining RSUs vesting in equal quarterly installments thereafter.

F6: The stock options were granted on October 25, 2018 and are scheduled to vest in full on October 25, 2020.

F7: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder. In addition, each share of Class B Common Stock will be automatically converted into one share of Class A Common Stock on the first business day (i) after the date on which such shares constitute less than 5% of the aggregate number of shares of common stock then outstanding, (ii) after the date on which neither the reporting person or Ido Schoenberg is serving as an executive officer of the issuer, or (iii) following seven years after the date the issuer's amended and restated certificate of incorporation becomes effective (unless extended for three years by affirmative vote of the holders of a majority of then-outstanding shares of Class A Common Stock entitled to vote thereon).