Form 4 for AMWL American Well Corp
Accepted 2021-10-05 00:00:00 ET · period of report 2021-10-01 · accession 0001209191-21-059725 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-10-05 | 2021-10-01 | AMWL | Schoenberg Ido | COB, co-CEO, Dir, 10% | C - Cnv Deriv | — | +107.0K | 3.18M | +3% | — |
| D | 2021-10-05 | 2021-10-01 | AMWL | Schoenberg Ido | COB, co-CEO, Dir, 10% | S - Sale | $8.95 | -107.0K | 3.08M | -3% | -$957.6K |
| D | 2021-10-05 | 2021-10-01 | AMWL | Schoenberg Ido | COB, co-CEO, Dir, 10% | C - Cnv Deriv | $0.00 | -107.0K | 13.68M | -0.8% | $0 |
| DM | 2021-10-05 | 2021-10-01 | AMWL | Schoenberg Ido | COB, co-CEO, Dir, 10% | M - OptEx | $0.00 | 0 | 238.4K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-10-01 | C | A | 107,000 | — | 3,184,731 | D | — | — | (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 October 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 April 15, 2021. |
| 2 | Common | Class A Common Stock | 2021-10-01 | S | D | 107,000 | $8.95 | 3,077,731 | D | — | — | (F2) On October 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 April 15, 2021. |
| 3 | Derivative | Class B Common Stock | 2021-10-01 | C | D | 107,000 | $0.00 | 13,682,870 | D | — · — to — | 107,000 Class A Common Stock | (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 October 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 April 15, 2021. |
| 4 | Derivative | Class B Common Stock | 2021-10-01 | M | A | 238,409 | $0.00 | 13,789,870 | D | — · — to — | 238,409 Class A Common Stock | (F3) Each restricted stock unit ("RSU") converts into Class B Common Stock on a one-for-one basis. (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). |
| 5 | Derivative | Restricted Stock Units | 2021-10-01 | M | D | 238,409 | $0.00 | 238,409 | D | — · — to — | 238,409 Class B Common Stock | (F3) Each restricted stock unit ("RSU") converts into Class B Common Stock on a one-for-one basis. (F4) 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. |