SEC Form 4 · accession 0001209191-18-011666
AMN HEALTHCARE SERVICES INC · AMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ralph Henderson
Officer — Pres., Prof. Svc. & Staffing
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 8:23 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 | 15,741 | $0.00 | A | 37,574 | D | |
| Common Stock | Feb 15, 2018 | F | 7,804 | $53.90 | D | 29,770 | D | |
| Common Stock | Feb 15, 2018 | M | 2,366 | $0.00 | A | 32,136 | D | |
| Common Stock | Feb 15, 2018 | F | 1,173 | $53.90 | D | 30,963 | D | |
| Common Stock | Feb 15, 2018 | M | 2,077 | $0.00 | A | 33,040 | D | |
| Common Stock | Feb 15, 2018 | F | 1,029 | $53.90 | D | 32,011 | D | |
| Common StockF5 | Feb 20, 2018 | S | 10,178 | $56.20 | D | 21,833 | 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 UnitsF6,F7,F8 | — | Feb 15, 2018 | M | 2,366 | D | — | — | Common Stock | 2,366 | 2,296 | D |
| Restricted Stock UnitsF6,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 10,178 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 $56.20 per share. These shares were sold in multiple transactions at prices ranging from $56.12 to $56.27, 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.