Sec Form 13G Filing - TEVA PHARMACEUTICAL INDUSTRIES LTD (TEVA) filing for American Well Corp (AMWL) - 2021-02-11

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 the disclosures provided in a prior cover page.

Names of Reporting Persons.

Teva Pharmaceutical Industries Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Israel

Sole Voting Power

10,666,664

Shared Voting Power

0

Sole Dispositive Power

10,666,664

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

10,666,664

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)    ☐

Percent of Class Represented by Amount in Row (9)

5.3%*

Type of Reporting Person (see Instructions)

CO

Percentage is based on 200,751,168 shares of Class A common stock issued and outstanding as of December 31, 2020.

Name of Issuer: American Well Corporation

Address of Issuer’s Principal Executive Offices: 75 State Street, 26th Floor, Boston, MA 02109

Name of Person Filing: This Schedule 13G is filed by Teva Pharmaceutical Industries Limited, an Israel company (“Teva”)

Address of Principal Business Office or, if none, Residence:

Citizenship: Teva is an Israeli corporation.

Title of Class of Securities: Class A Common Stock, par value $0.01 per share.

CUSIP Number: 03044L105

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:

☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C 78c).

☐ Bank as defined in Section 3(a) (6) of the Act (15 U.S.C 78c).

☐ Insurance Company as defined in Section 3(a) (19) of the Act (15 U.S.C 78c).

☐ Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

☐ Investment Adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E);

☐ Employee Benefit Plan or Endowment Fund in accordance with SS 240. 13d-1(b) (ii) (F);

☐ Parent Holding Company or Control Person in accordance with SS.SS.240. 13d-1(b) (ii) (G);

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ 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);

☐ Group, in accordance with SS 240. 13d-1(b) (1) (ii) (J);

Ownership

Amount beneficially owned: 10,666,664

Percent of class: 5.3%, which is based on 200,751,168 shares of Class A common stock issued and outstanding as of December 31, 2020.

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 10,666,664

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 10,666,664

Shared power to dispose or to direct the disposition of: 0

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certifications

/s/ Eli Kalif