American Well Corp — Director's Dealing 2021

Oct 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: American Well Corp (AMWL)
CIK: 0001393584
Period of Report: 2021-10-01

Reporting Person: Schoenberg Ido (Director, Chairman, co-CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-01	Class A Common Stock	C	107000	—	Acquired	3184731	Direct
2021-10-01	Class A Common Stock	S	107000	$8.9472	Disposed	3077731	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-01	Restricted Stock Units	$	M	238409	Disposed		Class B Common Stock (238409)	Direct
2021-10-01	Class B Common Stock	$	M	238409	Acquired		Class A Common Stock (238409)	Direct
2021-10-01	Class B Common Stock	$	C	107000	Disposed		Class A Common Stock (107000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	478276	Indirect

Footnotes

F1: 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 nor Roy Schoenberg is serving as an executive officer of the issuer, or (iii) following seven years after the date that 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).

F2: On October 1, 2021, the reporting person directed the sale of 107,000 shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2021.

F3: Each restricted stock unit ("RSU") converts into Class B Common Stock on a one-for-one basis.

F4: 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.