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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMN HEALTHCARE SERVICES INC [ AMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/15/2018 | A(1) | 15,741 | A | $0.00 | 37,574 | D | |||
Common Stock | 02/15/2018 | F(2) | 7,804 | D | $53.9 | 29,770 | D | |||
Common Stock | 02/15/2018 | M(3) | 2,366 | A | $0.00 | 32,136 | D | |||
Common Stock | 02/15/2018 | F(2) | 1,173 | D | $53.9 | 30,963 | D | |||
Common Stock | 02/15/2018 | M(3) | 2,077 | A | $0.00 | 33,040 | D | |||
Common Stock | 02/15/2018 | F(2) | 1,029 | D | $53.9 | 32,011 | D | |||
Common Stock | 02/20/2018 | S(4) | 10,178 | D | $56.2(5) | 21,833 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (6) | 02/15/2018 | M | 2,366 | (7) | (8) | Common Stock | 2,366 | $0.00 | 2,296 | D | ||||
Restricted Stock Units | (6) | 02/15/2018 | M | 2,077 | (9) | (8) | Common Stock | 2,077 | $0.00 | 4,217 | D |
Explanation of Responses: |
1. The acquisition of Common Stock set forth in this row resulted from the vesting of a Performance Restricted Stock Unit ("PRSU") award granted by the Company on January 5, 2015. The ultimate number of PRSUs that could have been earned and vested under this award depended on the Company achieving or exceeding, on a consolidated basis, a certain specified adjusted earnings before interest, taxes, depreciation and amortization, divided by gross revenue and expressed as a percentage ("Adjusted EBITDA Margin") as of December 31, 2017 for the one-year period beginning on January 1, 2017 and ended December 31, 2017. The maximum amount of PRSUs for this award were deemed earned and vested. |
2. Number of shares withheld for tax purposes. |
3. Common Stock acquired on the vesting of Restricted Stock Units ("RSUs"). |
4. The sale of 10,178 shares of Common Stock reported in this row was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
5. The price reported in this row represents a weighted average price of $56.20 per share. These shares were sold in multiple transactions at prices ranging from $56.12 to $56.27, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
6. The RSUs identified in this row were granted pursuant to the AMN Healthcare Equity Plan. Each RSU represents a contingent right to receive one share of Common Stock. |
7. The RSUs identified in this row were granted on January 5, 2016 and vest on the third anniversary of the grant date, provided, however, the RSUs shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33%, should the Company achieve or exceed a certain specified earnings before interest, taxes, depreciation and amortization (EBITDA) target for the 2016 fiscal year, and on the second anniversary of the grant date, in the amount of 34%, should the Company achieve or exceed the specified EBITDA target for the 2017 fiscal year. |
8. RSUs do not have an expiration date. |
9. The RSUs identified in this row were granted on January 4, 2017 and vest on the third anniversary of the grant date, provided, however, the RSUs shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33%, should the Company achieve or exceed a certain specified EBITDA target for the 2017 fiscal year and on the second anniversary of the grant date, in the amount of 34%, should the Company achieve or exceed the specified EBITDA target for the 2018 fiscal year. |
Remarks: |
/s/ Ralph S. Henderson | 02/20/2018 | |
** 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 Number. |