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 Ido (Director, Chairman, 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	3100	—	Acquired	1943456	Direct
2021-04-23	Class A Common Stock	S	3100	$19.00	Disposed	1940356	Direct
2021-04-26	Class A Common Stock	C	200	—	Acquired	1940556	Direct
2021-04-26	Class A Common Stock	S	200	$19.035	Disposed	1940356	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-23	Class B Common Stock	$	C	3100	Disposed		Class A Common Stock (3100)	Direct
2021-04-26	Class B Common Stock	$	C	200	Disposed		Class A Common Stock (200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	492908	Indirect

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 3,100 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 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).

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 24, 2020 and further amended on January 27, 2021.

F5: On April 26, 2021, the reporting person directed the sale of 200 shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock.