SEC Form 4 · accession 0001209191-18-011655

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 15, 2018

Accepted (ET)

Feb 20, 2018 · 8:20 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	Feb 15, 2018	A	15,741	$0.00	A	78,062	D
Common Stock	Feb 15, 2018	F	7,804	$53.90	D	70,258	D
Common Stock	Feb 15, 2018	M	2,366	$0.00	A	72,624	D
Common Stock	Feb 15, 2018	F	1,173	$53.90	D	71,451	D
Common Stock	Feb 15, 2018	M	2,077	$0.00	A	73,528	D
Common Stock	Feb 15, 2018	F	1,029	$53.90	D	72,499	D
Common Stock^F5	Feb 16, 2018	S	3,634	$55.0318	D	68,865	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^F6,F7,F8	—	Feb 15, 2018	M	2,366	D	—	—	Common Stock	2,366	2,296	D
Restricted Stock Units^F6,F9,F8	—	Feb 15, 2018	M	2,077	D	—	—	Common Stock	2,077	4,217	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 sale of 3,634 shares of 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 $55.0318 per share. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.05, 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 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.
F7The 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.
F8RSUs do not have an expiration date.
F9The RSUs identified in this row were granted on January 4, 2017 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 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.