American Well Corp — Director's Dealing 2021

Jan 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: American Well Corp (AMWL)
CIK: 0001393584
Period of Report: 2021-01-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-20	Class A Common Stock	C	1489137	—	Acquired	3104512	Direct
2021-01-20	Class A Common Stock	S	1489137	$26.4275	Disposed	1615375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-20	Class B Common Stock	$	C	1489137	Disposed		Class A Common Stock (1489137)	Direct

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 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).

F2: On January 20, 2021, the reporting person directed the sale of 1,489,137 shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock.