SEC Form 4 · accession 0001209191-19-002928
AMN HEALTHCARE SERVICES INC · AMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Denise L Jackson
Officer — Chief Legal Officer
Period of report
Jan 5, 2019
Accepted (ET)
Jan 8, 2019 · 8:26 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 | 5,658 | $0.00 | A | 25,810 | D | |
| Common Stock | Jan 5, 2019 | F | 2,075 | $55.92 | D | 23,735 | D | |
| Common Stock | Jan 5, 2019 | M | 1,531 | $0.00 | A | 25,266 | D | |
| Common Stock | Jan 5, 2019 | F | 529 | $55.92 | D | 24,737 | D | |
| Common Stock | Jan 5, 2019 | M | 1,009 | $0.00 | A | 25,746 | D | |
| Common Stock | Jan 5, 2019 | F | 348 | $55.92 | D | 25,398 | 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 | — | Jan 3, 2019 | A | 4,057 | A | — | — | Common Stock | 4,057 | 4,057 | D |
| Restricted Stock UnitsF7,F8,F6 | — | Jan 5, 2019 | M | 1,531 | D | — | — | Common Stock | 1,531 | 0 | D |
| Restricted Stock UnitsF4,F9,F6 | — | Jan 5, 2019 | M | 1,009 | D | — | — | Common Stock | 1,009 | 2,050 | D |
Explanation of responses
- F1The 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.
- 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 2017 Equity Plan. Each RSU represents a contingent right to receive one share of AMN Common Stock.
- F5The 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.
- F6RSUs do not have an expiration date.
- F7The 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.
- F8The 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.
- F9The 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.