SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schoenberg Roy

(Last)

(First)

(Middle)

C/O AMERICAN WELL CORPORATION

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
American Well Corp [ AMWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President, co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2020		M		1,430,440	A	⁽¹⁾	14,975,163	D
Common Stock	09/21/2020		J⁽²⁾		14,975,163	D	⁽²⁾	0	D
Class A Common Stock	09/21/2020		J⁽²⁾		14,975,163	A	⁽²⁾	14,975,163	D
Class A Common Stock	09/21/2020		J⁽²⁾		14,975,163	D	⁽²⁾	0	D
Class A Common Stock	09/21/2020		A		1,153,022⁽³⁾	A	$0	1,153,022	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	06/18/2020		A		2,860,880		⁽⁵⁾	⁽⁵⁾	Common Stock	2,860,880	$0	2,860,880	D
Restricted Stock Units	⁽¹⁾	07/01/2020		M			1,430,000	⁽⁵⁾	⁽⁵⁾	Common Stock	1,430,000	$0	1,430,000	D
Restricted Stock Units	⁽⁴⁾	09/21/2020		J⁽²⁾			1,430,000	⁽⁵⁾	⁽⁵⁾	Common Stock	1,430,000	$0⁽²⁾	0	D
Restricted Stock Units	⁽⁴⁾	09/21/2020		J⁽²⁾		1,430,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,430,000	$0⁽²⁾	1,430,000	D
Restricted Stock Units	⁽⁴⁾	09/21/2020		J⁽²⁾			1,430,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,430,000	$0⁽²⁾	0	D
Restricted Stock Units	⁽⁴⁾	09/21/2020		J⁽²⁾		1,430,000		⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,430,000	$0⁽²⁾	1,430,000	D
Stock Options	$5.56	09/21/2020		J⁽²⁾			1,764,883	⁽⁶⁾	10/25/2028	Common Stock	1,764,883	$0⁽²⁾	0	D
Stock Options	$5.56	09/21/2020		J⁽²⁾		1,764,883		⁽⁶⁾	10/25/2028	Class A Common Stock	1,764,883	$0⁽²⁾	1,764,883	D
Stock Options	$5.56	09/21/2020		J⁽²⁾			1,764,883	⁽⁶⁾	10/25/2028	Class A Common Stock	1,764,883	$0⁽²⁾	0	D
Stock Options	$5.56	09/21/2020		J⁽²⁾		1,764,883		⁽⁶⁾	10/25/2028	Class B Common Stock	1,764,883	$0⁽²⁾	1,764,883	D
Class B Common Stock	⁽⁷⁾	09/21/2020		J⁽²⁾		14,975,163		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	14,975,163	$0⁽²⁾	14,975,163	D
Class B Common Stock	⁽⁷⁾	09/21/2020		D			350,815	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	350,815	$18	14,624,348	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") converted into Common Stock on a one-for-one basis.

2. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Series A Common Stock, which in turn was exchanged, immediately and automatically, for one share of Class B Common Stock.

3. Represents a grant of RSUs which vest over the period ending September 21, 2023.

4. Each RSU represented a contingent right to receive one share of Common Stock, Class A Common Stock or Class B Common Stock, as applicable.

5. 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.

6. The stock options were granted on October 25, 2018 and are scheduled to vest in full on October 25, 2020.

7. 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 Ido 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).

	/s/ Bradford Gay as attorney-in-fact for Roy Schoenberg	09/22/2020
	** Signature of Reporting Person	Date
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