SEC Form 4 · accession 0001209191-18-002968
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, 2018
Accepted (ET)
Jan 9, 2018 · 4:53 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, 2018 | A | 11,151 | $0.00 | A | 58,067 | D | |
| Common Stock | Jan 5, 2018 | F | 5,818 | $49.20 | D | 52,249 | D | |
| Common Stock | Jan 5, 2018 | M | 2,969 | $0.00 | A | 55,218 | D | |
| Common Stock | Jan 5, 2018 | F | 1,549 | $49.20 | D | 53,669 | D | |
| Common Stock | Jan 5, 2018 | A | 25,462 | $49.20 | A | 79,131 | D | |
| Common Stock | Jan 5, 2018 | F | 10,444 | $49.20 | D | 68,687 | 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, 2018 | M | 2,969 | D | — | — | Common Stock | 2,969 | 0 | D |
| Restricted Stock UnitsF8,F9,F7 | — | Jan 5, 2018 | A | 7,113 | A | — | — | Common Stock | 7,113 | 7,113 | D |
| Performance Restricted Stock UnitsF10,F11,F12 | — | Jan 5, 2018 | M | 25,462 | D | — | — | Common Stock | 25,462 | 19,243 | 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 5, 2015. 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, 2014 for the 3-year period beginning on January 1, 2015 and ended December 31, 2017 ("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, 2018. The Company's Relative TSR measured in the 95th 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.
- F10The PRSUs identified in this row were granted pursuant to the AMN Healthcare Equity Plan. Each PRSU represents a contingent right to receive one share of Common Stock.
- F11The PRSUs identified in this row were granted on January 5, 2015. If the average closing price of the Company's Common Stock during the first performance period from December 1, 2017 through December 31, 2017 equals or exceeds $26.08 per share, an additional 12,731 PRSUs shall vest and become earned. If the average closing price of the Company's Common Stock during the second performance period from December 1, 2018 through December 31, 2018 equals or exceeds $29.20 per share, an additional 19,243 PRSUs shall vest and become earned.
- F12PRSUs do not have an expiration date.
- F2Number of shares withheld for tax purposes.
- F3Common Stock acquired on the vesting of Restricted Stock Units ("RSUs").
- F4The acquisition of Common Stock set forth in this row resulted from the vesting of a PRSU award granted by the Company on January 5, 2015. The ultimate number of PRSUs that could have been earned and vested under the first performance period was contingent upon whether the average closing price of the Company's Common Stock from December 1, 2017 through December 31, 2017 equaled or exceeded $26.08 per share. The Compensation Committee performed the calculation for this award on January 5, 2018 and determined that the average closing price of the Company's Common Stock during the first performance period exceeded $26.08 per share. Based on these results, an additional 12,731 PRSUs for this award were deemed earned and vested.
- 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 AMN Common Stock.
- F6The RSUs were granted on January 5, 2015 and vest on the third anniversary of the grant date and the grantee's provision of three periods of credited service.
- F7RSUs do not have an expiration date.
- F8The RSUs identified in this row were granted pursuant to the AMN Healthcare 2017 Equity Plan. Each RSU represents a contingent right to receive one share of AMN Common Stock.
- F9The RSUs identified in this row were granted on January 5, 2018 and vest in three tranches on each of the first, second and third anniversaries of the grant date and the grantee's provision of three periods of credited service.