Ido Schoenberg - 31 Dec 2021 Form 5 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
Issuer symbol: AMWL
Transactions as of: 31 Dec 2021
Net transactions value: $0
Form type: 5
Filing time: 04 Feb 2022, 16:38:06 UTC
Previous filing: 23 Dec 2021
Next filing: 04 Jan 2022
SEC: View on sec.gov

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		+150,000	+5.6%		2,836,911	08 Jan 2021	Direct	F1, F2
transaction	AMWL	Class A Common Stock	Gift	$0	-50,000	-1.8%	$0.000000	2,786,911	08 Jan 2021	Direct	F3
transaction	AMWL	Class A Common Stock	Gift	$0	-50,000	-1.8%	$0.000000	2,736,911	08 Jan 2021	Direct	F3
transaction	AMWL	Class A Common Stock	Gift	$0	-50,000	-1.8%	$0.000000	2,686,911	08 Jan 2021	Direct	F3
transaction	AMWL	Class A Common Stock	Conversion of derivative security		+300,000	+11%		2,986,911	27 Jul 2021	Direct	F1, F4
transaction	AMWL	Class A Common Stock	Gift	$0	-100,000	-3.3%	$0.000000	2,886,911	27 Jul 2021	Direct	F3
transaction	AMWL	Class A Common Stock	Gift	$0	-100,000	-3.5%	$0.000000	2,786,911	27 Jul 2021	Direct	F3
transaction	AMWL	Class A Common Stock	Gift	$0	-100,000	-3.6%	$0.000000	2,686,911	27 Jul 2021	Direct	F3
holding	AMWL	Class A Common Stock						344,526	31 Dec 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	Class B Common Stock	Conversion of derivative security	$0	-150,000	-1.1%	$0.000000	13,771,279	08 Jan 2021	Class A Common Stock	150,000		Direct	F1, F2
transaction	AMWL	Class B Common Stock	Conversion of derivative security	$0	-300,000	-2.2%	$0.000000	13,471,279	27 Jul 2021	Class A Common Stock	300,000		Direct	F1, F4

* 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 January 8, 2021, the reporting person directed a gift of shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock.
F3	Represents a gift of Class A Common Stock by reporting person to his adult child.
F4	On July 27, 2021, the reporting person directed a gift of shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock.