Robert Shepardson - Mar 1, 2023 Form 4 Insider Report for American Well Corp (AMWL)

Role: Chief Financial Officer
Signature: /s/ Bradford Gay, as attorney-in-fact for Robert Shepardson
Stock symbol: AMWL
Transactions as of: Mar 1, 2023
Transactions value $: -$156,035
Form type: 4
Date filed: 3/3/2023, 04:19 PM
Previous filing: Dec 13, 2022
Next filing: Mar 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMWL	Class A Common Stock	Sale	-$156K	-56.9K	-6.36%	$2.74	837K	Mar 1, 2023	Direct	F1
transaction	AMWL	Class A Common Stock	Award	$0	+274K	+32.79%	$0.00	1.11M	Mar 1, 2023	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	+274K		$0.00	274K	Mar 1, 2023	Class A Common Stock	274K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sales reported in this Form 4 were made in order to pay the tax liability arising from the vesting and settlement of restricted stock units on March 1, 2023. 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, 2026, and may be earned between 0%-150% of target levels, based upon the Issuer's achievement of specified stock price performance thresholds, subject to the reporting person's continued employment through the date on which performance is certified.