SEC Form 4 · accession 0001209191-16-090429
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, 2016
Accepted (ET)
Jan 7, 2016 · 7:46 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, 2016 | A | 23,412 | $0.00 | A | 82,477 | D | |
| Common Stock | Jan 5, 2016 | F | 8,770 | $30.18 | D | 73,707 | D | |
| Common StockF4 | Jan 6, 2016 | S | 16,594 | $29.2128 | D | 57,113 | 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 UnitsF5,F6,F7 | — | Jan 5, 2016 | A | 6,958 | A | — | — | Common Stock | 6,958 | 6,958 | 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 January 3, 2013. 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 December 31, 2012 for the 3-year period beginning on January 1, 2013 and ended December 31, 2015 ("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, 2016. The Company's Relative TSR measured in the 92nd 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 sale of 16,594 shares of Common Stock reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4The price reported in Column 4 represents a weighted average price of $29.2128 per share. These shares were sold in multiple transactions at prices ranging from $28.70 to $29.85, 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.
- F5The 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.
- F6The Restricted Stock Units were granted on January 5, 2016 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 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.
- F7Restricted Stock Units do not have an expiration date.