Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMERICAN WELL
CORPORATION
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
03044L105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons
Allianz SE |
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Germany |
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5
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Sole Voting Power
11,342,707 Shares |
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6
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Shared Voting Power
0 |
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7
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Sole Dispositive Power
11,342,707 Shares |
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8
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Shared Dispositive Power
0 |
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,342,707 Shares (1) |
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount in Row (9)
4.99% (2) |
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12
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Type of Reporting Person
FI |
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(1) Represents shares of Class A Common Stock held on December 31, 2021 by Allianz Strategic Investments SARL (“ASI”). ASI is wholly owned by Allianz Finance II
Luxembourg SARL (“AFL”). AFL is wholly owned by the reporting person Allianz SE (“SE”). SE is the ultimate parent entity of ASI and has sole voting and dispositive power with respect to the shares held by ASI.
(2) This percentage is calculated based on 227,489,928 shares of Class A Common Stock outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed on
November 12, 2021.
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Item 1(a).
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Name of Issuer:
American Well Corporation |
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
75 State Street, 26th Floor Boston, MA 02109
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Item 2(a).
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Names of Persons Filing:
Allianz SE |
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Item 2(b).
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Address of Principal Business Office, or, if none, Residence:
Koeniginstrasse 28, 80802 Munich, Germany |
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Item 2(c).
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Citizenship:
Germany |
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Item 2(d).
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Title of Class of Securities:
Class A Common Stock |
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Item 2(e).
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CUSIP No.:
03044L105
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Item 3.
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Not Applicable.
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Item 4.
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Ownership
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The information requested is set forth in items 5 through 9 and 11 of the cover page to this Schedule 13G. Ownership is stated as of December 31, 2021. The percentage in item 11 is calculated based on
227,489,928 shares of Class A Common Stock outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed on November 12, 2021.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the
following: ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable
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Item 9.
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Notice of Dissolution of Group
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Not applicable
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Item 10.
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Certifications
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Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2022
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Allianz SE
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By:
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/s/ Michael Sieburg
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Name:
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Michael Sieburg
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Title:
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Senior Compliance Officer
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By:
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/s/ Stephen Balthasar
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Name:
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Stephen Balthasar
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Title:
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Senior Legal Counsel
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