American Well Corp — Director's Dealing 2021

Apr 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: American Well Corp (AMWL)
CIK: 0001393584
Period of Report: 2021-04-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-15	Class A Common Stock	A	324981	$0.00	Acquired	1940356	Direct
2021-04-23	Class A Common Stock	C	5000	—	Acquired	1945356	Direct
2021-04-23	Class A Common Stock	S	5000	$19.0005	Disposed	1940356	Direct
2021-04-26	Class A Common Stock	C	461	—	Acquired	1940817	Direct
2021-04-26	Class A Common Stock	S	461	$19.0422	Disposed	1940356	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-23	Class B Common Stock	$	C	5000	Disposed		Class A Common Stock (5000)	Direct
2021-04-26	Class B Common Stock	$	C	461	Disposed		Class A Common Stock (461)	Direct

Footnotes

F1: Represents a grant of restricted stock units, with 25% vesting upon the first anniversary of the grant date ("Initial Vesting Date"), and the remaining vesting every 3 months thereafter over a three-year period (beginning on the first calendar day of the month following the date that is three months
following the Initial Vesting Date).

F2: On April 23, 2021, the reporting person directed the sale of 5,000 shares of his Class B Common Stock, resulting in the automatic conversion of
the shares into Class A Common Stock.

F3: 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 Ido 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).

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2020, as amended on December 23, 2020 and further amended on January 27, 2021.

F5: On April 26, 2021, the reporting person directed the sale of 461 shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock.