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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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American Well Corp (Name of Issuer) |
Class A Common Stock, par value $0.01 par value per share (Title of Class of Securities) |
03044L204 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 03044L204 |
| 1 | Names of Reporting Persons
Ido Schoenberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
831,642.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) On July 10, 2024, the Issuer effected a reverse stock split of the Issuer's Class A Common Stock, Class B Common Stock and Class C Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.(2) Consists of (i) 68,819 shares of Class A Common Stock, (ii) 1,016 shares of Class A Common Stock to be issued pursuant to vesting of restricted stock units within 60 days of December 31, 2024, (iii) 673,563 shares of Class B Common Stock and (iv) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.(3) Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Stock and Class B Common Stock, together, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 13,922,877 shares of Class A Common Stock outstanding as of December 31, 2024 and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into shares of Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.(4) Each share of Class A Common Stock is entitled to one vote, and shares of Class B Common Stock will collectively be entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C Common Stock and any other preferred stock entitled to vo
te under the Issuer's certificate of incorporation at such time (resulting in the Class B Common Stock collectively holding 51% of the total outstanding voting power). Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg each own 25.5% of the total outstanding voting power, and based on their voting agreement, their interests collectively represent 51% of the aggregate voting power of the Issuer's issued and outstanding share capital.
SCHEDULE 13G
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| CUSIP No. | 03044L204 |
| 1 | Names of Reporting Persons
Roy Schoenberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
892,499.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) On July 10, 2024, the Issuer effected a reverse stock split of the Issuer's Class A Common Stock, Class B Common Stock and Class C Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.(2) Consists of (i) 108,300 shares of Class A Common Stock, (ii) 695,955 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.(3) Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Stock and Class B Common Stock, together, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 13,922,877 shares of Class A Common Stock outstanding as of December 31, 2024 and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into shares of Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.(4) Each share of Class A Common Stock is entitled to one vote, and shares of Class B Common Stock will collectively be entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C Common Stock and any other preferred stock entitled to vote under the Issuer's certificate of incorporation at such time (resulting in the Class B Common Stock collectively holding 51% of the total outstanding voting power). Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg each own 25.5% of the total outstanding voting power, and based on their voting agreement, their interests collectively represent 51% of the aggregate voting power of the Issuer's issued and outstanding share capital.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
American Well Corp | |
| (b) | Address of issuer's principal executive offices:
75 STATE STREET 26TH FLOOR, BOSTON, MA, 02109 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):(i) Ido Schoenberg(ii) Roy SchoenbergThe Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. | |
| (b) | Address or principal business office or, if none, residence:
The principal addresses of the Reporting Persons are as follows:75 State Street26th FloorBoston, MA 02109 | |
| (c) | Citizenship:
(i) Ido Schoenberg - Israel(ii) Roy Schoenberg - United States | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 par value per share | |
| (e) | CUSIP No.:
03044L204 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Ido Schoenberg: 831,642 Shares (1)(2)(ii) Roy Schoenberg: 892,499 Shares (1)(3)Notes: (1) On July 10, 2024, the Issuer effected a reverse stock split of the Issuer's Class A Common Stock, Class B Common Stock and Class C Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.(2) Consists of (i) 68,819 shares of Class A Common Stock, (ii) 1,016 shares of Class A Common Stock to be issued pursuant to vesting of restricted stock units within 60 days of December 31, 2024, (iii) 673,563 shares of Class B Common Stock and (iv) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.(3) Consists of (i) 108,300 shares of Class A Common Stock, (ii) 695,955 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock. | |
| (b) | Percent of class:
(i) Ido Schoenberg: 5.7% (4)(5)(ii) Roy Schoenberg: 6.1% (4)(5)Notes:(4) Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Stock and Class B Common Stock, together, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 13,922,877 shares of Class A Common Stock outstanding as of December 31, 2024 and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into shares of Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.(5) Each share of Class A Common Stock is entitled to one vote, and shares of Class B Common Stock will collectively be entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C Common Stock and any other preferred stock entitled to vote under the Issuer's certificate of incorporation at such time (
resulting in the Class B Common Stock collectively holding 51% of the total outstanding voting power). Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg each own 25.5% of the total outstanding voting power, and based on their voting agreement, their interests collectively represent 51% of the aggregate voting power of the Issuer's issued and outstanding share capital. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(A) Ido Schoenberg: 0(B) Roy Schoenberg: 0 | ||
| (ii) Shared power to vote or to direct the vote:
(i) Ido Schoenberg: 831,642 Shares (2)(ii) Roy Schoenberg: 892,499 Shares (3)Notes:(2) Consists of (i) 68,819 shares of Class A Common Stock, (ii) 1,016 shares of Class A Common Stock to be issued pursuant to vesting of restricted stock units within 60 days of December 31, 2024, (iii) 673,563 shares of Class B Common Stock and (iv) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.(3) Consists of (i) 108,300 shares of Class A Common Stock, (ii) 695,955 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock. | ||
| (iii) Sole power to dispose or to direct the disposition of:
(A) Ido Schoenberg: 831,642 Shares(B) Roy Schoenberg: 892,499 Shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
(A) Ido Schoenberg: 0(B) Roy Schoenberg: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4, which states the identity of the members of the group filing this Schedule 13G | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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.
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Exhibit Information
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Exhibit 99.1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended |