SEC Form 4 · accession 0001209191-19-002926
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
Jan 5, 2019
Accepted (ET)
Jan 8, 2019 · 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 | Jan 5, 2019 | A | 38,486 | $0.00 | A | 74,851 | D | |
| Common Stock | Jan 5, 2019 | F | 16,514 | $55.92 | D | 58,337 | D | |
| Common Stock | Jan 5, 2019 | A | 8,486 | $0.00 | A | 66,823 | D | |
| Common Stock | Jan 5, 2019 | F | 4,207 | $55.92 | D | 62,616 | D | |
| Common Stock | Jan 5, 2019 | M | 2,296 | $0.00 | A | 64,912 | D | |
| Common Stock | Jan 5, 2019 | F | 1,138 | $55.92 | D | 63,774 | D | |
| Common Stock | Jan 5, 2019 | M | 2,348 | $0.00 | A | 66,122 | D | |
| Common Stock | Jan 5, 2019 | F | 1,164 | $55.92 | D | 64,958 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF5,F6,F7 | — | Jan 5, 2019 | M | 38,486 | D | — | — | Common Stock | 38,486 | 0 | D |
| Restricted Stock UnitsF8,F9,F10 | — | Jan 5, 2019 | M | 2,296 | D | — | — | Common Stock | 2,296 | 0 | D |
| Restricted Stock UnitsF11,F12,F10 | — | Jan 5, 2019 | M | 2,348 | D | — | — | Common Stock | 2,348 | 4,766 | D |
| Restricted Stock UnitsF11,F13,F10 | — | Jan 3, 2019 | A | 6,352 | A | — | — | Common Stock | 6,352 | 6,352 | 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 the second performance period was contingent upon whether the average closing price of the Company's Common Stock from December 1, 2018 through December 31, 2018 equaled or exceeded $29.20. The Compensation and Stock Plan Committee performed the calculation for this award on January 3, 2019 and determined that the average closing price of the Company's Common Stock during the second performance period exceeded $29.20 per share. Based on these results, an additional 19,243 PRSUs for this award were deemed earned and vested.
- F10RSUs do not have an expiration date.
- F11The 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.
- F12The RSUs set forth 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.
- F13The RSUs set forth in this row were granted on January 3, 2019 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.
- F3The acquisition of AMN 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.
- F4Common Stock acquired on the vesting of Restricted Stock Units ("RSUs").
- F5The PRSUs set forth in this row were granted pursuant to the AMN Healthcare Equity Plan. Each PRSU represents a contingent right to receive one share of Common Stock.
- F6The PRSUs set forth in this row were granted on January 5, 2015. If the average closing stock price of the Company's Common Stock during the second performance period from December 1, 2018 through December 31, 2018 equals or exceeds $29.20 per share, an additional 19,243 PRSUs shall vest and become earned.
- F7PRSUs do not have an expiration date.
- F8The 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.
- F9The RSUs set forth in this row were granted on January 5, 2016 and vest on the grantee's provision of three periods of credited service.