Statement of Changes in Beneficial Ownership (4)

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 ^* Gay Bradford	2. Issuer Name and Ticker or Trading Symbol American Well Corp [ AMWL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP, General Counsel
(Last) (First) (Middle) C/O AMERICAN WELL CORPORATION, 75 STATE STREET, 26TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 4/15/2021
(Street) BOSTON, MA 02109 (City) (State) (Zip)	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

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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	4/15/2021		A		64996 ⁽¹⁾	A	$0.00	726097	D
Class A Common Stock	4/22/2021		M		406	A	$2.47	726503	D
Class A Common Stock	4/22/2021		M		400	A	$5.51	726903	D
Class A Common Stock	4/22/2021 ⁽²⁾		S⁽²⁾		806	D	$18.00	726097	D
Class A Common Stock	4/23/2021		M		40417	A	$2.47	766514	D
Class A Common Stock	4/23/2021 ⁽²⁾		S⁽²⁾		40417	D	$18.058	726097	D
Class A Common Stock	4/23/2021		M		91718	A	$5.51	817815	D
Class A Common Stock	4/23/2021 ⁽²⁾		S⁽²⁾		91718	D	$18.024	726097	D
Class A Common Stock	4/26/2021		M		3846	A	$5.51	729943	D
Class A Common Stock	4/26/2021 ⁽²⁾		S⁽²⁾		3846	D	$18.8168	726097	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$2.47	4/22/2021		M			406	⁽³⁾	4/14/2026	Class A Common Stock	406	$0.00	131593	D
Stock Options	$5.51	4/22/2021		M			400	⁽⁴⁾	4/25/2028	Class A Common Stock	400	$0.00	175599	D
Stock Options	$2.47	4/23/2021		M			40417	⁽³⁾	4/14/2026	Class A Common Stock	40417	$0.00	91176	D
Stock Options	$5.51	4/23/2021		M			91718	⁽⁴⁾	4/25/2028	Class A Common Stock	91718	$0.00	83881	D
Stock Options	$5.51	4/26/2021		M			3846	⁽⁴⁾	4/25/2028	Class A Common Stock	3846	$0.00	80035	D

Explanation of Responses:
(1)	Represents a grant of restricted stock units, with 25% vesting upon the first anniversary of the grant date ("Initial Vesting Date"), and the remaining vesting every 3 months thereafter over a three-year period (beginning on the first calendar day of the month following the date that is three months following the Initial Vesting Date).
(2)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2020, as amended on December 28, 2020 and further amended on January 29, 2021.
(3)	The stock options were granted on April 14, 2016 and are fully vested.
(4)	The stock options were granted on April 25, 2018 and vest over a four-year period, with 25% of the options vesting on the first anniversary of the grant date and the remaining options vesting in equal quarterly installments thereafter.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gay Bradford C/O AMERICAN WELL CORPORATION 75 STATE STREET, 26TH FLOOR BOSTON, MA 02109			Senior VP, General Counsel