SEC Form 4 · accession 0001209191-17-012993
AMN HEALTHCARE SERVICES INC · AMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Susan R Salka
Officer — President and CEO · Director
Period of report
Feb 16, 2017
Accepted (ET)
Feb 21, 2017 · 8:23 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 16, 2017 | M | 13,156 | $0.00 | A | 337,881 | D | |
| Common Stock | Feb 16, 2017 | F | 6,864 | $38.875 | D | 331,017 | 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 16, 2017 | M | 13,156 | D | — | — | Common Stock | 13,156 | 12,770 | D |
| Deferred Performance Restricted Stock UnitsF6,F7,F8 | $0.00 | Feb 16, 2017 | M | 58,935 | A | — | — | Common Stock | 58,935 | 58,935 | D |
Explanation of responses
- F1Common Stock acquired on the vesting of Restricted Stock Units ("RSUs").
- F2Number of shares withheld for tax purposes.
- F3The 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.
- F4The RSUs identified in this row were granted on December 9, 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%, 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.
- F5RSUs do not have an expiration date.
- F6Each deferred Performance Restricted Stock Unit ("PRSU") represents a contingent right to receive one share of Common stock.
- F7The deferred PRSUs in this row resulted from the vesting of a PRSU award granted by the Company on January 3, 2014. 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, 2016 for the one-year period beginning on January 1, 2016 and ended December 31, 2016. The maximum amount of PRSUs for this award were deemed earned and vested. In 2014, the reporting person elected to defer receipt of the Common Stock underlying the deferred PRSUs set forth in this row until January 2, 2018.
- F8Deferred PRSUs do not have an expiration date.