SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WALTON WYCHE H (Last) (First) (Middle) C/O HWP CAPITAL PARTNERS II, L.P. 300 CRESCENT COURT, SUITE 1700 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AMN HEALTHCARE SERVICES INC [ AHS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/01/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	09/01/2010		J		1,426,149	A(5)	(5)	1,426,149	I	See Footnote(6)(7)
Series A Conditional Convertible Preferred Stock	09/01/2010		J		995,224.6	A(5)	(5)	995,224.6	I	See Footnote(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Units	(3)							(1)	(2)	Common Stock	6,275		6,275	I	See Footnote(6)(7)
Stock Appreciation Rights(4)	$4.55							09/01/2011	09/01/2020	Common Stock	5,397		5,397	I	See Footnote(6)(7)

Explanation of Responses:

1. The Restricted Stock Units, granted on September 1, 2010 vest in the incremental amount of 33% on the earlier of the first anniversary of the Grant Date or the date of the AMN Healthcare Services, Inc. (the "Company") annual meeting of stockholders the first year following the Grant Date, 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 Date 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 Date. The Restricted Stock Units settle on the date of the director's termination of service with the Company.

2. Restricted Stock Units do not have an expiration date.

3. The Restricted Stock Units were granted pursuant to the AMN Healthcare Equity Plan. Each Restricted Unit represents a contingent right to receive one share of Common Stock.

4. The Stock Appreciation Rights were granted on September 1, 2010 pursuant to the AMN Healthcare Equity Plan and vest 100% on and after the earlier of the Company's 2011 Annual Shareholders Meeting or the first anniversary of the Grant Date.

5. 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 and NFI stockholders received shares of the Company's Common Stock and share of the Company's Series A Conditional Convertible Preferred Stock.

6. The Reporting Person is a managing director of and has an equity interest in HWP Capital Partners II, L.P. ("HWP LP") and is a managing director of Haas Wheat & Partners Incorporated ("HWP Inc."), which is an affiliate of HWP LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.

7. In connection with the Merger Agreement, HWP Inc. acquired and beneficially owns directly 102,272.4 shares of the Company Series A Conditional Convertible Preferred Stock ("Series A") and HWP LP beneficially owns directly 1,426,149 shares of Company Common Stock, par value $0.01 per share, and 506,959.5 Series A shares, plus an additional 385,992.7 Series A shares which are held for its benefit in escrow subject to contractual indemnification obligations.

	Wyche H. Walton	09/01/2010
	** Signature of Reporting Person	Date
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