Ido Schoenberg - Jan 1, 2022 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
Jan 1, 2022
Transactions value $
-$702,997
Form type
4
Date filed
1/4/2022, 08:25 PM
Previous filing
Feb 4, 2022
Next filing
Mar 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMWL Class A Common Stock Sale -$703K -122K -4.33% $5.78 2.69M Jan 4, 2022 Direct F1
holding AMWL Class A Common Stock 465K Jan 1, 2022 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 -100% $0.00* 0 Jan 1, 2022 Class B Common Stock 238K Direct F2, F3
transaction AMWL Class B Common Stock Options Exercise $0 +238K +1.74% $0.00 13.9M Jan 1, 2022 Class A Common Stock 238K Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The sale reported in this Form 4 was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the reporting person on September 4, 2021, as amended on November 18, 2021, and was made in order to pay the tax liability arising from the vesting and settlement of restricted stock units ("RSUs") on January 1, 2022.
F2 Each RSU converts into Class B Common Stock on a one-for-one basis.
F3 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.
F4 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).