American Well Corp — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-01	Restricted Stock Units	$	M	238410	Disposed		Class B Common Stock (238410)	Direct
2021-01-01	Class B Common Stock	$	M	238410	Acquired		Class A Common Stock (238410)	Direct
2021-01-01	Class B Common Stock	$	F	106014	Disposed		Class A Common Stock (106014)	Direct

Footnotes

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

F2: 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.

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 or Roy 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).