X0306 4 2021-07-01 0 0001393584 American Well Corp AMWL 0001824135 Schoenberg Roy C/O AMERICAN WELL CORPORATION 75 STATE STREET, 26TH FLOOR BOSTON MA 02109 1 1 1 0 President, co-CEO Class A Common Stock 2021-07-01 4 C 0 107000 A 2047356 D Class A Common Stock 2021-07-01 4 S 0 107000 12.5257 D 1940356 D Restricted Stock Units 2021-07-01 4 M 0 238401 0.00 D Class B Common Stock 238401 476818 D Class B Common Stock 2021-07-01 4 M 0 238401 0.00 A Class A Common Stock 238401 13656300 D Class B Common Stock 2021-07-01 4 C 0 107000 0.00 D Class A Common Stock 107000 13549300 D 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). On July 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 14, 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. /s/ Bradford Gay as attorney-in-fact for Roy Schoenberg 2021-07-06