Filing Details
- Accession Number:
- 0001209191-21-025383
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-04-05 18:21:10
- Reporting Period:
- 2021-04-01
- Accepted Time:
- 2021-04-05 18:21:10
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1393584 | American Well Corp | AMWL | Services-Business Services, Nec (7389) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1824129 | Ido Schoenberg | C/O American Well Corporation 75 State Street, 26Th Floor Boston MA 02109 | Chairman, Co-Ceo | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2021-04-01 | 107,000 | $0.00 | 1,722,375 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-01 | 107,000 | $17.99 | 1,615,375 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Restricted Stock Units | Disposition | 2021-04-01 | 238,410 | $0.00 | 238,410 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2021-04-01 | 238,410 | $0.00 | 238,410 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-04-01 | 107,000 | $0.00 | 107,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 715,219 | No | 4 | M | Direct | ||
| 13,530,360 | No | 4 | M | Direct | ||
| 13,423,360 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 357,500 | Indirect | By Wife |
Footnotes
- 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).
- On April 1, 2021, the reporting person directed the sale of 107,000 shares of his Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock.
- 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 24, 2020 and further amended on January 27, 2021.
- Each restricted stock unit ("RSU") converts into Class B Common Stock on a one-for-one basis.
- Represents a grant of RSUs which vest over the period ending January 1, 2022, with 50% of the RSUs vesting on July 1, 2020 and the remaining RSUs vesting in equal quarterly installments thereafter.
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