SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
12/15/2010
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3. Issuer Name and Ticker or Trading Symbol
AMN HEALTHCARE SERVICES INC
[ AHS ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
3,040,638 |
I |
See footnotes
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Series A Conditional Convertible Preferred Stock |
12/15/2010
|
09/01/2020
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Common Stock |
3,423,709 |
|
I |
See footnotes
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| Restricted Stock Units |
|
|
Common Stock |
6,275 |
0
|
I |
See footnotes
|
| Stock Appreciation Rights |
|
08/31/2020 |
Common Stock |
5,397 |
4.55 |
I |
See footnotes
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
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/s/ Kevin P. Treanor, Attorney-in-fact |
12/17/2010 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
12/17/2010 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
12/17/2010 |
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** 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
5
(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 Number. |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley,
and Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of October 6, 2008.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley,
and Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of October 6, 2008.
GOLDMAN, SACHS & CO.
By:/s/ Gregory K. Palm
__________________________
Name: Gregory K. Palm
Title: Managing Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSUIG, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar,
Yvette Kosic, Rachel Parrish, Justine Hansen, Kevin P. Treanor and Anthony
DeRose (and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of September 8, 2009.
GSUIG, L.L.C.
By: /s/ Richard Friedman
- -----------------------------------
Name: Richard Friedman
Title: Director
(1) This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"),
Goldman, Sachs & Co. ("Goldman Sachs"), GSUIG,L.L.C. ("GSUIG", and together
with GS Group and Goldman Sachs, the "Reporting Persons"). Goldman Sachs is a
wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
(2) Goldman Sachs beneficially owns directly, and GS Group may be deemed to
beneficially own indirectly, 28,184 shares of common stock, par value $0.01 per
share (the "Common Stock"), of AMN Healthcare Services, Inc. (the "Company").
Goldman Sachs and GS Group may be deemed to beneficially own indirectly
3,012,454 shares of Common Stock by reason of the direct beneficial ownership
of such shares by GSUIG. GS Group is the sole member of GSUIG and Goldman Sachs
serves as the investment manager for GSUIG. Goldman Sachs also holds open short
positions of 356,882 shares of Common Stock.
(3) The Series A Conditional Convertible Preferred Stock (the "Preferred
Stock") became convertible upon receipt of stockholder approval on December
15, 2010. Each share of Preferred Stock may be converted on any date, from
time to time, at the option of the holder thereof, into the number of shares
of Common Stock equal to the number obtained by dividing (x) the sum of (A)
the liquidation preference (which is initially $10 per share) plus (B) except
to the extent paid in cash by the Issuer as contemplated by Section 6(c) of the
Certificate of Designations filed by the Company with the Secretary of State
of Delaware on August 31, 2010 (the "Certificate of Designations") at the
time of the conversion, an amount per share of Preferred Stock equal to the
accrued but unpaid dividends to which such holder of shares of Preferred Stock
is entitled to receive pursuant to Section 4(b) of the Certificate of
Designations, but excluding, the conversion date, if any, by (y) the
conversion rate in effect at such time (which is initially 10). Additionally,
the Preferred Stock will automatically convert into shares of Common Stock on
the earlier to occur of (i) if the trading price of the Common Stock is greater
than or equal to $10.00 per share for 30 consecutive trading days and (ii) the
tenth anniversary of the original issue date, which was September 1, 2010. The
Certificate of Designations does not permit issuance of fractional shares upon
conversion of the Preferred Stock and such fractional shares are cash settled
as set forth therein.
(4) Goldman Sachs and GS Group may be deemed to beneficially own indirectly
3,423,709 shares of the Preferred Stock by reason of the direct beneficial
ownership of such shares by GSUIG. On July 28, 2010, the Company entered into
an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the
Company acquired NF Investors, Inc. ("NFI") on September 1, 2010. Pursuant to
the Merger Agreement, 809,140.7 shares of the Preferred Stock were issued in
exchange for GSUIG's interest in NFI, but such 809,140.7 shares of Preferred
Stock were held in escrow and are subject to forfeiture following the closing
of the transactions contemplated by the Merger Agreement to satisfy claims
arising with respect to indemnification obligations and transaction
consideration adjustments. 24,363 of such shares of Preferred Stock are being
released from such escrow to the Company as a consideration adjustment pursuant
to Section 3.4 of the Merger Agreement; 103,396.2 of such shares of Preferred
Stock are being released from such escrow to GSUIG as a consideration
adjustment pursuant to Section 3.4 of the Merger Agreement; and 681,381.5 of
such shares of Preferred Stock continue to be held in escrow and continue to
be subject to forfeiture following the closing of the transactions
contemplated by the Merger Agreement to satisfy claims arising with respect
to indemnification obligations and transaction consideration adjustments.
(5) GS Group may be deemed to beneficially own 6,275 Restricted Stock Units that
were granted to Martin Chavez, a former managing director of Goldman Sachs in
his capacity as a director of the Company, pursuant to the AMN Healthcare
Equity Plan. The Restricted Stock Units vest in the incremental amount of 33%
on the earlier of the first anniversary of the grant date or the date of the
Company's annual meeting of stockholders the first year following the grant;
34% on the earlier of the second anniversary of the grant date or the date of
the Company's annual meeting of stockholders the second year following the
grant; and 33% on the earlier of the third anniversary of the grant date or
the date of the Company's annual meeting of stockholders the third year
following the grant. The Restricted Stock Units do not have an expiration date.
Mr. Chavez has an understanding with GS Group pursuant to which such Restricted
Stock Units are held for the sole benefit of GS Group.
(6) Each Restricted Stock Unit represents a contingent right to receive one
share of Common Stock.
(7) GS Group may be deemed to beneficially own 5,397 Stock Appreciation Rights
that were granted to Mr. Chavez in his capacity as a director of the Company.
The Stock Appreciation Rights may be exercised on and after the earlier of the
Company's 2011 annual meeting of stockholders or the first anniversary of such
grant date. Mr. Chavez has an understanding with GS Group pursuant to which
such Stock Appreciation Rights are held for the sole benefit of GS Group.
