SEC FORM 4 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
 
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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*
SALKA SUSAN R

(Last) (First) (Middle)
12400 HIGH BLUFF DRIVE

(Street)
SAN DIEGO CA 92130

(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
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2010
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 11/08/2010 P 8,000 A $4.85(9) 47,327 D
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 (1) (2) (3) Common Stock 55,000 55,000 D
Stock Appreciation Rights $18.03 (8) 04/12/2016 Common Stock 43,250 43,250 D
Stock Options (Right to buy) $9.68 05/08/2004 05/08/2013 Common Stock 39,405 39,405(4) D
Stock Options (Right to buy) $14.94 05/18/2005 05/18/2014 Common Stock 160,000 160,000(4) D
Stock Options (Right to buy) $14.86 05/04/2006 05/04/2015 Common Stock 185,000 185,000(4) D
Restricted Stock Units (1) (5) (3) Common Stock 71,681 71,681 D
Stock Appreciation Rights $16.18 (8) 04/08/2018 Common Stock 61,646 61,646 D
Restricted Stock Units (1) (6) (3) Common Stock 67,782 67,782 D
Stock Appreciation Rights $8.71 (8) 01/07/2019 Common Stock 116,586 116,586 D
Restricted Stock Units (1) (7) (3) Common Stock 112,111 112,111 D
Stock Appreciation Rights $8.78 (8) 02/02/2020 Common Stock 193,949 193,949 D
Explanation of Responses:
1. The Restricted Stock Units were granted pursuant to the AMN Healthcare Equity Plan. Each restricted Stock Unit represents a contingent right to receive one share of Common Stock.
2. The Restricted Stock Units were granted on April 12, 2006 and vested on April 12, 2009, provided, however, 33% of the Restricted Stock Units vested on an accelerated basis on May 12, 2007, due to the Company achieving specified earnings before interest, taxes, depreciation and amortization (EBITDA) targets for fiscal year 2006. The settlement date of the Restricted Stock Units is based on the grantee's elected distribution date under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan.
3. Restricted Stock Units do not have an expiration date.
4. The Options to purchase shares of Common Stock were granted pursuant to the AMN Healthcare Services, Inc. Stock Option Plan. The shares become vested in four equal installments on the first, second, third and fourth anniversary of the grant date.
5. The Restricted Stock Units were granted on April 8, 2008 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) target for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA target for the previous fiscal year. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Eexcutive Nonqualified Excess Plan.
6. The Restricted Stock Units were granted on January 7, 2009 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) target for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA target for the previous fiscal year. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan.
7. The Restricted Stock Units were granted on February 2, 2010 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) threshold for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA threshold for the previous fiscal year. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan.
8. The Stock Appreciation Rights were granted pursuant to the AMN Healthcare Equity Plan and vest over three years on the anniversary of the date of the grant in increments of 33%, 34% and 33% respectively.
9. This transaction was executed in multiple trades at prices ranging from $4.81to $4.88. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Susan R. Salka 11/09/2010
** Signature of Reporting Person Date
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