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.
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| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMERICAN WELL CORPORATION
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
03044L105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
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).
| 1 | Names
of Reporting Persons Allianz SE | ||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||
| (a) | ☐ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Citizenship
or Place of Organization Germany | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power | |||
| 6 | Shared
Voting Power 0 | ||||
| 7 | Sole
Dispositive Power 11,342,707 Shares | ||||
| 8 | Shared
Dispositive Power 0 | ||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 11,342,707 Shares (1) | ||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | ||||
| 11 | Percent
of Class Represented by Amount in Row (9) 5.7% (2) | ||||
| 12 | Type
of Reporting Person FI | ||||
|
(1) Represents shares of Class A Common Stock held on December 31, 2020 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 200,751,168 shares of Class A Common Stock outstanding as of December 31, 2020, as reported in the Issuer’s Registration Statement on Form S-1 filed on January 12, 2021. | |||||
| Item 1(a). | Name of Issuer:
| |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
Boston, MA 02109 | |
| Item 2(a). | Names of Persons Filing:
| |
| Item 2(b). | Address of Principal Business Office, or, if none, Residence:
| |
| Item 2(c). | Citizenship: Germany | |
| Item 2(d). | Title of Class of Securities:
|
|
| Item 2(e). | CUSIP No.:
03044L105 |
| Item 3. | Not Applicable. | |
| Item 4. | Ownership | |
| 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, 2020. The percentage in item 11 is calculated based on 200,751,168 shares of Class A Common Stock outstanding as of December 31, 2020, as reported in the Issuer’s Registration Statement on F orm S-1 filed on January 12, 2021. | ||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| 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: ☐ | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |
| Not applicable | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | |
| Not applicable | ||
| Item 8. | Identification and Classification of Members of the Group | |
| Not applicable | ||
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certifications |
| Not applicable. | |
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 16, 2021
| Allianz SE | ||
| By: | /s/ Michael Sieburg | |
| Name: | Michael Sieburg | |
| Title: | Senior Compliance officer | |
| By: | /s/ Dr. Petra Maerkl | |
| Name: | Dr. Petra Maerkl | |
| Title: | Authorized Officer |