Bradford Gay - Mar 1, 2022 Form 4 Insider Report for American Well Corp (AMWL)

Role: Senior VP, General Counsel
Signature: /s/ Bradford Gay
Stock symbol: AMWL
Transactions as of: Mar 1, 2022
Transactions value $: -$30,110
Form type: 4
Date filed: 3/3/2022, 05:04 PM
Previous filing: Dec 8, 2021
Next filing: Mar 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMWL	Class A Common Stock	Sale	-$30.1K	-7.64K	-1.14%	$3.94	665K	Mar 1, 2022	Direct	F1
transaction	AMWL	Class A Common Stock	Award	$0	+232K	+34.95%	$0.00	897K	Mar 1, 2022	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	Performance Share Units	Award	$0	+232K		$0.00	232K	Mar 1, 2022	Class A Common Stock	232K		Direct	F3

* 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 made in order to pay the tax liability arising from the vesting and settlement of restricted stock units on March 1, 2022. The sale was effected through an automatic "sell to cover" transaction that did not represent a discretionary trade by the reporting person.
F2	Represents a grant of restricted stock units, with 25% vesting upon the first anniversary of the grant date ("Initial Vesting Date"), and the remaining vesting every 3 months thereafter over a three-year period (beginning on the first calendar day of the month following the date that is three months following the Initial Vesting Date).
F3	Each Performance Share Unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. The Performance Share Units are eligible to vest over a three-year performance period ending February 28, 2025, and may be earned between 0%-300% of target levels, based upon the Issuer's achievement of specified market capitalization performance thresholds, subject to the reporting person's continued employment through the date on which performance is certified.