SEC Form 4 · accession 0001181431-15-002864
AMN HEALTHCARE SERVICES INC · AMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ralph Henderson
Officer — President, Healthcare Staffing
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 8:12 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 StockF2 | Feb 17, 2015 | S | 18,400 | $21.0363 | D | 80,728 | D | |
| Common Stock | Feb 18, 2015 | S | 100 | $21.01 | D | 80,628 | D | |
| Common Stock | Feb 19, 2015 | M | 4,435 | $0.00 | A | 85,063 | D | |
| Common Stock | Feb 19, 2015 | F | 2,314 | $20.69 | D | 82,749 | D | |
| Common Stock | Feb 19, 2015 | M | 3,314 | $0.00 | A | 86,063 | D | |
| Common Stock | Feb 19, 2015 | F | 1,729 | $20.69 | D | 84,334 | 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 UnitsF6,F7,F8 | — | Feb 19, 2015 | M | 4,435 | D | — | — | Common Stock | 4,435 | 4,304 | D |
| Restricted Stock UnitsF6,F9,F8 | — | Feb 19, 2015 | M | 3,314 | D | — | — | Common Stock | 3,314 | 6,728 | D |
Explanation of responses
- F1The sale of 18,400 shares of common stock reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F2The price reported in this row represents a weighted average price of $21.0363 per share. These shares were sold in multiple transactions at prices ranging from $21.00 to $21.21, 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.
- F3The sale of 100 shares of common stock reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4Common Stock acquired on the vesting of Restricted Stock Units.
- F5Number of shares withheld for tax purposes.
- F6The 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.
- F7The Restricted Stock Units identified in this row were granted on January 3, 2013 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% of the original number of Restricted Stock Units granted, should the Company achieve or exceed a certain 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% of the original number of Restricted Stock Units granted, should the Company achieve or exceed the specified EBITDA target for the 2014 fiscal year. The Company met its 2014 EBITDA threshold, and accordingly the Restricted Stock Units set forth in this row vested on February 19, 2015.
- F8Restricted Stock Units do not have an expiration date.
- F9The Restricted Stock Units identified in this row were granted on January 3, 2014 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% of the original number of Restricted Stock Units granted, should the Company achieve or exceed a certain 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% of the original number of Restricted Stock Units granted, should the Company achieve or exceed the specified EBITDA target for the 2015 fiscal year. The Company met its 2014 EBITDA threshold, and accordingly the Restricted Stock Units set forth in this row vested on February 19, 2015.