SEC Form 4 · accession 0001209191-17-012997
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 16, 2017
Accepted (ET)
Feb 21, 2017 · 8:25 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 | A | 17,145 | $0.00 | A | 91,293 | D | |
| Common Stock | Feb 16, 2017 | F | 8,946 | $38.875 | D | 82,347 | D | |
| Common Stock | Feb 16, 2017 | M | 3,058 | $0.00 | A | 85,405 | D | |
| Common Stock | Feb 16, 2017 | F | 1,595 | $38.875 | D | 83,810 | D | |
| Common Stock | Feb 16, 2017 | M | 2,296 | $0.00 | A | 86,106 | D | |
| Common Stock | Feb 16, 2017 | F | 1,198 | $38.875 | D | 84,908 | D | |
| Common StockF6 | Feb 16, 2017 | S | 9,192 | $40.0484 | D | 75,716 | D | |
| Common StockF8 | Feb 17, 2017 | S | 8,800 | $40.0105 | D | 66,916 | 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 UnitsF9,F10,F11 | — | Feb 16, 2017 | M | 3,058 | D | — | — | Common Stock | 3,058 | 2,969 | D |
| Restricted Stock UnitsF9,F12,F11 | — | Feb 16, 2017 | M | 2,296 | D | — | — | Common Stock | 2,296 | 4,662 | 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, 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.
- F10The 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%, 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.
- F11RSUs do not have an expiration date.
- F12The RSUs identified in this row were granted on January 5, 2016 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 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.
- 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 sale of 9,192 shares of Common Stock reported in this row was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F6The price reported in this row represents a weighted average price of $40.0484 per share. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.20, 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.
- F7The sale of 8,800 shares of Common Stock reported in this row was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F8The price reported in this row represents a weighted average price of $40.0105 per share. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.10, 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.
- F9The 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.