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

Role: Chairman, co-CEO, Director, 10%+ Owner
Signature: /s/ Bradford Gay as attorney-in-fact for Ido Schoenberg
Stock symbol: AMWL
Transactions as of: Oct 1, 2021
Transactions value $: -$957,350
Form type: 4
Date filed: 10/5/2021, 07:47 PM
Previous filing: Sep 23, 2021
Next filing: Dec 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	+3.48%		3.18M	Oct 1, 2021	Direct	F1, F2
transaction	AMWL	Class A Common Stock	Sale	-$957K	-107K	-3.36%	$8.95	3.08M	Oct 1, 2021	Direct	F2
holding	AMWL	Class A Common Stock						478K	Oct 1, 2021	By Wife

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	-50%	$0.00	238K	Oct 1, 2021	Class B Common Stock	238K		Direct	F3, F4
transaction	AMWL	Class B Common Stock	Options Exercise	$0	+238K	+1.76%	$0.00	13.8M	Oct 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	13.7M	Oct 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 Roy 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 October 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 15, 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.