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 * Shepardson Robert 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)
Chief Financial Officer
(Last)          (First)          (Middle)
C/O AMERICAN WELL CORPORATION, 75 STATE STREET, 26TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)
3/1/2023
(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)
Code V Amount (A) or (D) Price
Class A Common Stock  3/1/2023    S(1)    56858  D $2.7443  836847  D   
Class A Common Stock  3/1/2023    A    274378 (2) A $0.00  1111225  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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units   (3) 3/1/2023    A     274378       (3)  (3) Class A Common Stock  274378  $0.00  274378  D   

Explanation of Responses:
(1)  The sales reported in this Form 4 were made in order to pay the tax liability arising from the vesting and settlement of restricted stock units on March 1, 2023. The sale was effected through an automatic "sell to cover" transaction that did not represent a discretionary trade by the reporting person.
(2)  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).
(3)  Each Performance Share Unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. The Performance Share Units are eligible to vest over a three-year performance period ending February 28, 2026, and may be earned between 0%-150% of target levels, based upon the Issuer's achievement of specified stock price performance thresholds, subject to the reporting person's continued employment through the date on which performance is certified.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Shepardson Robert
C/O AMERICAN WELL CORPORATION
75 STATE STREET, 26TH FLOOR
BOSTON, MA 02109

Chief Financial Officer

Signatures
/s/ Bradford Gay, as attorney-in-fact for Robert Shepardson 3/3/2023
**Signature of Reporting Person Date

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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