FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Schoenberg Roy		 2. Issuer Name and Ticker or Trading Symbol

American Well Corp [ AMWL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President, co-CEO
(Last)          (First)          (Middle)

C/O AMERICAN WELL CORPORATION, 75 STATE STREET, 26TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/15/2023
(Street)

BOSTON, MA 02109		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 5/15/2023  M  500000 A (1)2660353 D  
Class A Common Stock 5/15/2023  S(2)  233427 D$2.0448 2426926 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units  (1)5/15/2023  M     500000   (1) (1)Class A Common Stock 500000  (1)500000 D  
Explanation of Responses:
(1) Each Performance Share Unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. On May 16, 2022, the reporting person received a grant of 1,000,000 target Performance Share Units which are eligible to vest over a three-year performance period ending May 15, 2025, and may be earned between 0%-750% of target levels, based upon the Issuer's achievement of specified market capitalization performance thresholds, subject to the reporting person's continued employment through each applicable vesting date. On May 15, 2023, 500,000 shares underlying the Performance Share Units became earned and vested.
(2) The sales reported in this Form 4 were made in order to pay the tax liability arising from the vesting and settlement of performance share units on May 15, 2023. The sales were effected through an automatic "sell to cover" transaction that did not represent a discretionary trade by the reporting person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Schoenberg Roy
C/O AMERICAN WELL CORPORATION
75 STATE STREET, 26TH FLOOR
BOSTON, MA 02109		X
President, co-CEO
Signatures
/s/ Bradford Gay as attorney-in-fact for Roy Schoenberg5/16/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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