SEC Form 4 · accession 0001209191-18-011642
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 15, 2018
Accepted (ET)
Feb 20, 2018 · 8:15 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 15, 2018 | A | 44,076 | $0.00 | A | 249,425 | D | |
| Common Stock | Feb 15, 2018 | F | 17,343 | $53.90 | D | 232,082 | D | |
| Common Stock | Feb 15, 2018 | M | 9,873 | $0.00 | A | 241,955 | D | |
| Common Stock | Feb 15, 2018 | F | 3,885 | $53.90 | D | 238,070 | 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 UnitsF4,F5,F6 | — | Feb 15, 2018 | M | 9,873 | D | — | — | Common Stock | 9,873 | 20,044 | D |
| Deferred Restricted Stock UnitsF4,F7,F6 | — | Feb 15, 2018 | M | 11,377 | D | — | — | Common Stock | 11,377 | 11,042 | 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 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, 2017 for the one-year period beginning on January 1, 2017 and ended December 31, 2017. The maximum amount of PRSUs for this award were deemed earned and vested.
- F2Number of shares withheld for tax purposes.
- F3Common Stock acquired on the vesting of Restricted Stock Units ("RSUs").
- F4The 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.
- F5The RSUs identified in this row were granted on December 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 2017 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 2018 fiscal year.
- F6RSUs do not have an expiration date.
- F7The deferred RSUs identified in this row were granted on December 9, 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 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.