SEC Form 4 · accession 0001181431-15-003114
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
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 7:34 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 | Feb 19, 2015 | M | 3,548 | $0.00 | A | 57,534 | D | |
| Common Stock | Feb 19, 2015 | F | 1,851 | $20.69 | D | 55,683 | D | |
| Common Stock | Feb 19, 2015 | M | 3,233 | $0.00 | A | 58,916 | D | |
| Common Stock | Feb 19, 2015 | F | 1,686 | $20.69 | D | 57,230 | 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 | — | Feb 19, 2015 | M | 3,548 | D | — | — | Common Stock | 3,548 | 3,443 | D |
| Restricted Stock UnitsF3,F6,F5 | — | Feb 19, 2015 | M | 3,233 | D | — | — | Common Stock | 3,233 | 6,564 | D |
Explanation of responses
- F1Common Stock acquired on the vesting of Restricted Stock Units.
- 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 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.
- F5Resticted Stock Units do not have an expiration date.
- F6The 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.