SEC Form 4 · accession 0001209191-19-011979
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 19, 2019
Accepted (ET)
Feb 21, 2019 · 4:14 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 | Feb 19, 2019 | A | 5,392 | $0.00 | A | 48,151 | D | |
| Common Stock | Feb 19, 2019 | F | 2,121 | $55.54 | D | 46,030 | D | |
| Common Stock | Feb 19, 2019 | M | 2,140 | $0.00 | A | 48,170 | D | |
| Common Stock | Feb 19, 2019 | F | 842 | $55.54 | D | 47,328 | 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 | — | Feb 19, 2019 | M | 2,140 | D | — | — | Common Stock | 2,140 | 2,077 | 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 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, 2018 for the one-year period beginning on January 1, 2018 and ended December 31, 2018. As a result, 77.50% of the target 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 Equity Plan. Each RSU represents a contingent right to receive one share of AMN Common Stock.
- F5The 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 earnings before interest, taxes, depreciation and amortization (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.
- F6RSUs do not have an expiration date.