| 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 Schoenberg
The 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 Street
26th Floor
Boston, 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:
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| (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)
(ii) Roy Schoenberg: 892,499 Shares (2)
Notes:
(1) Consists of (i) 69,835 shares of Class A Common Stock, (ii) 673,563 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.
(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. |
| (b) | Percent of class:
(i) Ido Schoenberg: 5.4% (3)(4)
(ii) Roy Schoenberg: 5.7% (3)(4)
Notes:
(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) 14,782,788 shares of Class A Common Stock outstanding as of December 31, 2025 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. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(A) Ido Schoenberg: 0
(B) Roy Schoenberg: 0
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| | (ii) Shared power to vote or to direct the vote:
(i) Ido Schoenberg: 831,642 Shares (1)
(ii) Roy Schoenberg: 892,499 Shares (2)
Notes:
(1) Consists of (i) 69,835 shares of Class A Common Stock, (ii) 673,563 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.
(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.
|
| | (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
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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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. |
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Not Applicable
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Rule 13d-1(d)