SEC Form 4/A · accession 0001209191-18-004595

AMN HEALTHCARE SERVICES INC · AMN

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Denise L Jackson

Officer — Chief Legal Officer

Period of report

Jan 5, 2018

Accepted (ET)

Jan 19, 2018 · 5:13 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	Jan 5, 2018	A	8,475	$0.00	A	34,017	D
Common Stock	Jan 5, 2018	F	3,314	$49.20	D	30,703	D
Common Stock	Jan 5, 2018	M	2,256	$0.00	A	32,959	D
Common Stock	Jan 5, 2018	F	847	$49.20	D	32,112	D
Common Stock^F5,F6	Jan 9, 2018	S	6,570	$49.2684	D	25,542	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^F7,F8,F9	—	Jan 5, 2018	M	2,256	D	—	—	Common Stock	2,256	0	D
Restricted Stock Units^F10,F11,F9	—	Jan 5, 2018	A	3,048	A	—	—	Common Stock	3,048	3,048	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 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.
F11The 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.
F2Number of shares withheld for tax purposes.
F3Common Stock acquired on the vesting of Restricted Stock Units ("RSUs").
F4The sale of 6,570 shares of AMN Common Stock reported in this row was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F5The price reported in this row represents a weighted average price of $49.2684 per share. These shares were sold in multiple transactions at prices ranging from $49.15 to $49.425, 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.
F6The original Form 4 filed on January 9, 2018 is being amended to correct the holdings set forth in Column 5 of Table I to reflect the sale of securities that vested in the original Form 4, but were inadvertently omitted due to an administrative error.
F7The 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.
F8The RSUs identified in this row 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.
F9RSUs do not have an expiration date.