Sec Form 4 Filing - Gay Bradford @ American Well Corp - 2021-04-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gay Bradford
2. Issuer Name and Ticker or Trading Symbol
American Well Corp [ AMWL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP, General Counsel
(Last) (First) (Middle)
C/O AMERICAN WELL CORPORATION, 75 STATE STREET, 26TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/15/2021
(Street)
BOSTON, MA02109
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/15/2021 A 64,996 ( 1 ) A $ 0 726,097 D
Class A Common Stock 04/22/2021 M 406 A $ 2.47 726,503 D
Class A Common Stock 04/22/2021 M 400 A $ 5.51 726,903 D
Class A Common Stock 04/22/2021( 2 ) S( 2 ) 806 D $ 18 726,097 D
Class A Common Stock 04/23/2021 M 40,417 A $ 2.47 766,514 D
Class A Common Stock 04/23/2021( 2 ) S( 2 ) 40,417 D $ 18.058 726,097 D
Class A Common Stock 04/23/2021 M 91,718 A $ 5.51 817,815 D
Class A Common Stock 04/23/2021( 2 ) S( 2 ) 91,718 D $ 18.024 726,097 D
Class A Common Stock 04/26/2021 M 3,846 A $ 5.51 729,943 D
Class A Common Stock 04/26/2021( 2 ) S( 2 ) 3,846 D $ 18.8168 726,097 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 2.47 04/22/2021 M 406 ( 3 ) 04/14/2026 Class A Common Stock 406 $ 0 131,593 D
Stock Options $ 5.51 04/22/2021 M 400 ( 4 ) 04/25/2028 Class A Common Stock 400 $ 0 175,599 D
Stock Options $ 2.47 04/23/2021 M 40,417 ( 3 ) 04/14/2026 Class A Common Stock 40,417 $ 0 91,176 D
Stock Options $ 5.51 04/23/2021 M 91,718 ( 4 ) 04/25/2028 Class A Common Stock 91,718 $ 0 83,881 D
Stock Options $ 5.51 04/26/2021 M 3,846 ( 4 ) 04/25/2028 Class A Common Stock 3,846 $ 0 80,035 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gay Bradford
C/O AMERICAN WELL CORPORATION
75 STATE STREET, 26TH FLOOR
BOSTON, MA02109
Senior VP, General Counsel
Signatures
/s/ Bradford Gay 04/26/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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).
( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2020, as amended on December 28, 2020 and further amended on January 29, 2021.
( 3 )The stock options were granted on April 14, 2016 and are fully vested.
( 4 )The stock options were granted on April 25, 2018 and vest over a four-year period, with 25% of the options vesting on the first anniversary of the grant date and the remaining options vesting in equal quarterly installments thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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