SEC Form 4 · accession 0001209191-19-002919
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
Jan 5, 2019
Accepted (ET)
Jan 8, 2019 · 8:14 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, 2019 | A | 24,750 | $0.00 | A | 197,707 | D | |
| Common Stock | Jan 5, 2019 | F | 9,821 | $55.92 | D | 187,886 | D | |
| Common Stock | Jan 8, 2019 | M | 77,580 | $8.78 | A | 265,466 | D | |
| Common StockF3 | Jan 8, 2019 | D | 38,028 | $55.05 | D | 227,438 | D | |
| Common StockF5 | Jan 8, 2019 | S | 39,552 | $57.8953 | D | 187,886 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF7 | $8.78 | Jan 8, 2019 | M | 77,580 | D | — | Feb 2, 2020 | Common Stock | 77,580 | 116,369 | 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, 2016. 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, 2015 for the 3-year period beginning on January 1, 2016 and ended December 31, 2018 ("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 3, 2019. The Company's Relative TSR measured in the 84th 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.
- F2Number of shares withheld for tax purposes.
- F3A Stock-Settled Appreciation Right ("SSAR") entitles the Grantee to the right to receive shares of AMN's Common Stock ("Stock") having a value equal to the excess of the Fair Market Value of the closing price of the Stock on the trading day prior to the date of exercise over the Exercise Price multiplied by the number of SSARs exercised. This number set forth in this row represents the difference between the number of SSARs exercised (77,580) and the number of shares of Stock issued as a result of the exercise (39,552).
- F4The sale of 39,552 shares of AMN Common Stock set forth 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 $57.8953 per share. These shares were sold in multiple transactions at prices ranging from $57.305 to $58.36, 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 exercise of derivative securities reported in this row was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F7The SSARs set forth in this row were granted on February 2, 2010 pursuant to the AMN Healthcare Equity Plan and vested in three equal installments on the first, second and third anniversary of the grant date.