SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Gotlib Phyllis

(Last) (First) (Middle)
C/O AMERICAN WELL CORPORATION
75 STATE STREET, 26TH FLOOR

(Street)
BOSTON MA 02109

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2020
3. Issuer Name and Ticker or Trading Symbol
American Well Corp [ AMWL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, International
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 14,975,163 I By husband
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (1) 10/25/2028 Common Stock 220,000 5.56 D
Stock Options (2) 10/25/2028 Common Stock 1,764,883 5.56 I By husband
Restricted Stock Units (3) (3) Common Stock 1,430,440 (4) I By husband
Explanation of Responses:
1. The stock options were granted on October 25, 2018 and vest over a four-year period from January 1, 2018, with 25% of the options vesting on the first anniversary of the vesting commencement date and the remaining options vesting in equal quarterly installments thereafter.
2. The stock options were granted on October 25, 2018 and are scheduled to vest in full on November 24, 2020.
3. The restricted stock units vest in equal quarterly installments from October 1, 2020 until January 1, 2022. Vested shares will be delivered within 30 days of the applicable vesting date.
4. Each restricted stock unit represents a contingent right to receive one share of Common Stock.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Bradford Gay, as attorney-in-fact for Phyllis Gotlib 09/16/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.