| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
American Well Corp [ AMWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/12/2020 | A | 352,000(1) | A | $0 | 480,252 | D | |||
| Common Stock | 09/21/2020 | J(2) | 480,252 | D | (2) | 0 | D | |||
| Class A Common Stock | 09/21/2020 | J(2) | 480,252 | A | (2) | 480,252 | D | |||
| Class A Common Stock | 09/21/2020 | D | 23,092 | D | $18 | 457,160 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $1.77 | 09/21/2020 | J(2) | 131,999 | (3) | 06/26/2022 | Common Stock | 131,999 | $0(2) | 0 | D | ||||
| Stock Options | $1.77 | 09/21/2020 | J(2) | 131,999 | (3) | 06/26/2022 | Class A Common Stock | 131,999 | $0(2) | 131,999 | D | ||||
| Stock Options | $1.77 | 09/21/2020 | J(2) | 175,999 | (4) | 04/25/2023 | Common Stock | 175,999 | $0(2) | 0 | D | ||||
| Stock Options | $1.77 | 09/21/2020 | J(2) | 175,999 | (4) | 04/25/2023 | Class A Common Stock | 175,999 | $0(2) | 175,999 | D | ||||
| Stock Options | $2.21 | 09/21/2020 | J(2) | 43,999 | (5) | 09/22/2025 | Common Stock | 43,999 | $0(2) | 0 | D | ||||
| Stock Options | $2.21 | 09/21/2020 | J(2) | 43,999 | (5) | 09/22/2025 | Class A Common Stock | 43,999 | $0(2) | 43,999 | D | ||||
| Stock Options | $2.47 | 09/21/2020 | J(2) | 88,000 | (6) | 04/14/2026 | Common Stock | 88,000 | $0(2) | 0 | D | ||||
| Stock Options | $2.47 | 09/21/2020 | J(2) | 88,000 | (6) | 04/14/2026 | Class A Common Stock | 88,000 | $0(2) | 88,000 | D | ||||
| Stock Options | $5.8 | 09/21/2020 | J(2) | 87,999 | (7) | 03/13/2030 | Common Stock | 87,999 | $0(2) | 0 | D | ||||
| Stock Options | $5.8 | 09/21/2020 | J(2) | 87,999 | (7) | 03/13/2030 | Class A Common Stock | 87,999 | $0(2) | 87,999 | D | ||||
| Explanation of Responses: |
| 1. Represents a grant of restricted stock units, of which 25% were immediately vested on the grant date with the remaining vesting over a three-year period from the grant date. |
| 2. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class A Common Stock. No adjustments were made to the number of shares or exercise price of stock options held by the reporting person. |
| 3. The stock options were granted on June 26, 2012 and are fully vested. |
| 4. The stock options were granted on April 25, 2013 and are fully vested. |
| 5. The stock options were granted on September 22, 2015 and are fully vested. |
| 6. The stock options were granted on April 14, 2016 and are fully vested. |
| 7. The stock options were granted on March 13, 2020 and vest over a four-year period from March 1, 2020, 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. |
| /s/ Bradford Gay as attorney-in-fact for Jason Medeiros | 09/22/2020 | |
| ** 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 4 (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. | ||