Roy Schoenberg - May 15, 2023 Form 4 Insider Report for American Well Corp (AMWL)

Role: President, co-CEO, Director
Signature: /s/ Bradford Gay as attorney-in-fact for Roy Schoenberg
Stock symbol: AMWL
Transactions as of: May 15, 2023
Transactions value $: -$477,312
Form type: 4
Date filed: 5/16/2023, 06:55 PM
Previous filing: May 2, 2023
Next filing: Jun 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMWL	Class A Common Stock	Options Exercise		+500K	+23.14%		2.66M	May 15, 2023	Direct	F1
transaction	AMWL	Class A Common Stock	Sale	-$477K	-233K	-8.77%	$2.04	2.43M	May 15, 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	Options Exercise		-500K	-50%		500K	May 15, 2023	Class A Common Stock	500K		Direct	F1

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

Explanation of Responses:

Id	Content
F1	Each Performance Share Unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. On May 16, 2022, the reporting person received a grant of 1,000,000 target Performance Share Units which are eligible to vest over a three-year performance period ending May 15, 2025, and may be earned between 0%-750% of target levels, based upon the Issuer's achievement of specified market capitalization performance thresholds, subject to the reporting person's continued employment through each applicable vesting date. On May 15, 2023, 500,000 shares underlying the Performance Share Units became earned and vested.
F2	The sales reported in this Form 4 were made in order to pay the tax liability arising from the vesting and settlement of performance share units on May 15, 2023. The sales were effected through an automatic "sell to cover" transaction that did not represent a discretionary trade by the reporting person.

Content

Each Performance Share Unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. On May 16, 2022, the reporting person received a grant of 1,000,000 target Performance Share Units which are eligible to vest over a three-year performance period ending May 15, 2025, and may be earned between 0%-750% of target levels, based upon the Issuer's achievement of specified market capitalization performance thresholds, subject to the reporting person's continued employment through each applicable vesting date. On May 15, 2023, 500,000 shares underlying the Performance Share Units became earned and vested.

The sales reported in this Form 4 were made in order to pay the tax liability arising from the vesting and settlement of performance share units on May 15, 2023. The sales were effected through an automatic "sell to cover" transaction that did not represent a discretionary trade by the reporting person.