SEC Form 4 · accession 0001181431-15-000630
AMN HEALTHCARE SERVICES INC · AMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian M. Scott
Officer — CFO/CAO
Period of report
Jan 5, 2015
Accepted (ET)
Jan 7, 2015 · 6:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001142750
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 5, 2015 | A | 58,972 | $0.00 | A | 95,247 | D | |
| Common Stock | Jan 5, 2015 | F | 23,550 | $19.4525 | D | 71,697 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F5 | — | Jan 5, 2015 | A | 8,995 | A | — | — | Common Stock | 8,995 | 8,995 | D |
| Restricted Stock UnitsF3,F6,F5 | — | Jan 5, 2015 | A | 31,974 | A | — | — | Common Stock | 31,974 | 31,974 | D |
| Performance Restricted Stock UnitsF7,F8,F9 | — | Jan 5, 2015 | A | 31,974 | A | — | — | Common Stock | 31,974 | 31,974 | D |
Explanation of responses
- F1The 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 April 20, 2012. The ultimate number of PRSUs that could have been earned and vested under this award depended on (1) the total shareholder return for the Company relative to the companies in the Russell 2000 Index as of March 30, 2012 for the performance period beginning on April 1, 2012 and ended December 31, 2014 ("Relative TSR") and (2) whether the Company's absolute total shareholder return for the same period was positive or negative (collectively, the "TSR Measurement"). The Compensation Committee performed the TSR Measurement for this award on January 5, 2015. The Company's Relative TSR measured in the 97th percentile and its absolute total shareholder return for the period was positive. Based on these results, the maximum amount of PRSUs for this award, were deemed earned and vested.
- F2Number of shares withheld for tax purposes.
- F3The 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.
- F4The Restricted Stock Units were granted on January 5, 2015 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 a certain specified earnings before interest, taxes, depreciation and amortization (EBITDA) target for the 2015 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 2016 fiscal year.
- F5Restricted Stock Units do not have an expiration date.
- F6The Restricted Stock Units were granted on January 5, 2015. 12,731 Restricted Stock Units shall vest and become earned on December 31, 2017, and the remaining 19,243 Restricted Stock Units shall vest and become earned on December 31, 2018.
- F7The Performance Restricted Stock Units were granted pursuant to the AMN Healthcare Equity Plan. Each Performance Restricted Stock Unit represents a contingent right to receive one share of Common Stock.
- F8The Performance Restricted Stock Units were granted on January 5, 2015. If the average closing price of the Company's Common Stock from December 31, 2017 through December 31, 2017 equals or exceeds $26.08 per share, 12,731 Performance Restricted Stock Units shall vest and become earned on December 31, 2017. If the average closing price of the Company's Common Stock from December 1, 2018 through December 31, 2018 equals or exceeds $29.20 per share, an additional 19,243 Performance Restricted Stock Units shall vest and become earned on December 31, 2018.
- F9Performance Restricted Stock Units do not have an expiration date.