Roy Schoenberg - Jul 1, 2021 Form 4 Insider Report for American Well Corp (AMWL)

Role
President, co-CEO, Director, 10%+ Owner
Signature
/s/ Bradford Gay as attorney-in-fact for Roy Schoenberg
Stock symbol
AMWL
Transactions as of
Jul 1, 2021
Transactions value $
-$1,340,250
Form type
4
Date filed
7/6/2021, 05:30 PM
Previous filing
Sep 23, 2021
Next filing
Sep 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMWL Class A Common Stock Conversion of derivative security +107K +5.51% 2.05M Jul 1, 2021 Direct F1, F2
transaction AMWL Class A Common Stock Sale -$1.34M -107K -5.23% $12.53 1.94M Jul 1, 2021 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AMWL Restricted Stock Units Options Exercise $0 -238K -33.33% $0.00 477K Jul 1, 2021 Class B Common Stock 238K Direct F3, F4
transaction AMWL Class B Common Stock Options Exercise $0 +238K +1.78% $0.00 13.7M Jul 1, 2021 Class A Common Stock 238K Direct F1, F3
transaction AMWL Class B Common Stock Conversion of derivative security $0 -107K -0.78% $0.00 13.5M Jul 1, 2021 Class A Common Stock 107K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 July 1, 2021, the reporting person directed the sale of 107,000 shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 14, 2021.
F3 Each restricted stock unit ("RSU") converts into Class B Common Stock on a one-for-one basis.
F4 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.