SEC Form 4 · accession 0001209191-16-101140

AMN HEALTHCARE SERVICES INC · AMN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ralph Henderson

Officer — Pres., Prof. Svc. & Staffing

Period of report

Feb 18, 2016

Accepted (ET)

Feb 22, 2016 · 7:36 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
Common Stock	Feb 18, 2016	A	15,218	$0.00	A	56,659	D
Common Stock	Feb 18, 2016	F	7,940	$24.515	D	48,719	D
Common Stock	Feb 18, 2016	M	3,414	$0.00	A	52,133	D
Common Stock	Feb 18, 2016	F	1,781	$24.515	D	50,352	D
Common Stock	Feb 18, 2016	M	2,968	$0.00	A	53,320	D
Common Stock	Feb 18, 2016	F	1,548	$24.515	D	51,772	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 Units^F5,F6,F7	—	Feb 18, 2016	M	3,414	D	—	—	Common Stock	3,414	3,314	D
Restricted Stock Units^F5,F8,F7	—	Feb 18, 2016	M	2,968	D	—	—	Common Stock	2,968	6,027	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 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, 2015 for the 1-year period beginning on January 1, 2015 and ended December 31, 2015. On February 18, 2016, it was determined that the Company met its 2015 Adjusted EBITDA Margin threshold, and, accordingly, the maximum amount of PRSUs for this award were deemed earned and were settled. In connection therewith, the Company issued the shares of Common Stock set forth in this row to the Reporting Person.
F2Number of shares withheld for tax purposes.
F3Common Stock acquired on the vesting of Restricted Stock Units ("RSUs").
F4Common Stock acquired on the vesting of RSUs.
F5The 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.
F6The RSUs identified in this row were granted on January 3, 2014 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% of the original number of RSUs 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 RSUs granted, should the Company achieve or exceed the specified EBITDA target for the 2015 fiscal year. On February 18, 2016, it was determined that the Company met its 2015 EBITDA threshold, and, accordingly, the RSUs set forth in this row settled on February 18, 2016.
F7RSUs do not have an expiration date.
F8The RSUs identified in this row were granted on January 5, 2015 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% of the original number of RSUs granted, should the Company achieve or exceed a certain specified 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 RSUs granted, should the Company achieve or exceed the specified EBITDA target for the 2016 fiscal year. On February 18, 2016, it was determined that the Company met its 2015 EBITDA threshold, and, accordingly, the RSUs set forth in this row settled on February 18, 2016.