Sec Form 4 Filing - Schoenberg Roy @ American Well Corp - 2021-04-15

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 Schoenberg Roy 2. Issuer Name and Ticker or Trading Symbol American Well Corp [ AMWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, co-CEO (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 324,981 ( 1 ) A $ 0 1,940,356 D Class A Common Stock 04/23/2021 C 5,000 A 1,945,356 D Class A Common Stock 04/23/2021( 4 ) S( 4 ) 5,000 D $ 19.0005 1,940,356 D Class A Common Stock 04/26/2021 C 461 A 1,940,817 D Class A Common Stock 04/26/2021( 4 ) S( 4 ) 461 D $ 19.0422 1,940,356 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 Class B Common Stock ( 2 ) ( 3 ) 04/23/2021 C 5,000 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 5,000 $ 0 13,418,360 D Class B Common Stock ( 3 ) ( 5 ) 04/26/2021 C 461 ( 3 )( 5 ) ( 3 )( 5 ) Class A Common Stock 461 $ 0 13,417,899 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schoenberg Roy C/O AMERICAN WELL CORPORATION 75 STATE STREET, 26TH FLOOR BOSTON, MA02109 X X President, co-CEO Signatures /s/ Bradford Gay as attorney-in-fact for Roy Schoenberg 04/27/2021 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 monthsfollowing the Initial Vesting Date). ( 2 )On April 23, 2021, the reporting person directed the sale of 5,000 shares of his Class B Common Stock, resulting in the automatic conversion ofthe shares into Class A Common Stock. ( 3 )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 Ido 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). ( 4 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2020, as amended on December 23, 2020 and further amended on January 27, 2021. ( 5 )On April 26, 2021, the reporting person directed the sale of 461 shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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