Ido Schoenberg - Dec 31, 2021 Form 5 Insider Report for American Well Corp (AMWL)

Role
Chairman, co-CEO, Director, 10%+ Owner
Signature
/s/ Bradford Gay as attorney-in-fact for Ido Schoenberg
Stock symbol
AMWL
Transactions as of
Dec 31, 2021
Transactions value $
$0
Form type
5
Date filed
2/4/2022, 04:38 PM
Previous filing
Dec 23, 2021
Next filing
Jan 4, 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMWL Class A Common Stock Conversion of derivative security +150K +5.58% 2.84M Jan 8, 2021 Direct F1, F2
transaction AMWL Class A Common Stock Gift $0 -50K -1.76% $0.00 2.79M Jan 8, 2021 Direct F3
transaction AMWL Class A Common Stock Gift $0 -50K -1.79% $0.00 2.74M Jan 8, 2021 Direct F3
transaction AMWL Class A Common Stock Gift $0 -50K -1.83% $0.00 2.69M Jan 8, 2021 Direct F3
transaction AMWL Class A Common Stock Conversion of derivative security +300K +11.17% 2.99M Jul 27, 2021 Direct F1, F4
transaction AMWL Class A Common Stock Gift $0 -100K -3.35% $0.00 2.89M Jul 27, 2021 Direct F3
transaction AMWL Class A Common Stock Gift $0 -100K -3.46% $0.00 2.79M Jul 27, 2021 Direct F3
transaction AMWL Class A Common Stock Gift $0 -100K -3.59% $0.00 2.69M Jul 27, 2021 Direct F3
holding AMWL Class A Common Stock 345K Dec 31, 2021 By wife

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 Class B Common Stock Conversion of derivative security $0 -150K -1.08% $0.00 13.8M Jan 8, 2021 Class A Common Stock 150K Direct F1, F2
transaction AMWL Class B Common Stock Conversion of derivative security $0 -300K -2.18% $0.00 13.5M Jul 27, 2021 Class A Common Stock 300K Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 Roy 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.
F2 On January 8, 2021, the reporting person directed a gift of shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock.
F3 Represents a gift of Class A Common Stock by reporting person to his adult child.
F4 On July 27, 2021, the reporting person directed a gift of shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock.