Statement of Ownership (sc 13g)
February 16 2021 - 8:03AM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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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:
☐
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Rule
13d-1(b)
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☐
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Rule
13d-1(c)
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☒
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Rule
13d-1(d)
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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).
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1
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Names
of Reporting Persons
Allianz SE
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2
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Check
the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
Germany
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5
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Sole Voting Power
11,342,707 Shares
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6
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Shared
Voting Power
0
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7
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Sole
Dispositive Power
11,342,707 Shares
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8
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Shared
Dispositive Power
0
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
11,342,707 Shares (1)
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11
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Percent
of Class Represented by Amount in Row (9)
5.7% (2)
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12
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Type
of Reporting Person
FI
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(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.
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Item
1(a).
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Name
of Issuer:
American Well Corporation
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
75 State Street, 26th Floor
Boston,
MA 02109
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Item
2(a).
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Names
of Persons Filing:
Allianz SE
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Item
2(b).
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Address
of Principal Business Office, or, if none, Residence:
Koeniginstrasse 28, 80802 Munich, Germany
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Item
2(c).
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Citizenship:
Germany
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Item
2(d).
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Title
of Class of Securities:
Class A Common Stock
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Item
2(e).
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CUSIP
No.:
03044L105
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Item
3.
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Not
Applicable.
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Item
4.
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Ownership
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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 Form S-1 filed
on January 12, 2021.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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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: ☐
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not
applicable
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Item
7.
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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.
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Identification
and Classification of Members of the Group
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Not
applicable
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable
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Item
10.
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Certifications
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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.
Dated:
February 16, 2021
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Allianz
SE
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By:
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/s/
Michael Sieburg
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Name:
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Michael Sieburg
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Title:
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Senior Compliance officer
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By:
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/s/
Dr. Petra Maerkl
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Name:
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Dr. Petra Maerkl
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Title:
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Authorized Officer
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