0001209191-16-101140.txt : 20160222 0001209191-16-101140.hdr.sgml : 20160222 20160222193613 ACCESSION NUMBER: 0001209191-16-101140 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160218 FILED AS OF DATE: 20160222 DATE AS OF CHANGE: 20160222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMN HEALTHCARE SERVICES INC CENTRAL INDEX KEY: 0001142750 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 061500476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8668718519 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Henderson Ralph CENTRAL INDEX KEY: 0001410701 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16753 FILM NUMBER: 161446535 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-02-18 0 0001142750 AMN HEALTHCARE SERVICES INC AHS 0001410701 Henderson Ralph 12400 HIGH BLUFF DRIVE SAN DIEGO CA 92130 0 1 0 0 Pres., Prof. Svc. & Staffing Common Stock 2016-02-18 4 A 0 15218 0.00 A 56659 D Common Stock 2016-02-18 4 F 0 7940 24.515 D 48719 D Common Stock 2016-02-18 4 M 0 3414 0.00 A 52133 D Common Stock 2016-02-18 4 F 0 1781 24.515 D 50352 D Common Stock 2016-02-18 4 M 0 2968 0.00 A 53320 D Common Stock 2016-02-18 4 F 0 1548 24.515 D 51772 D Restricted Stock Units 2016-02-18 4 M 0 3414 0.00 D Common Stock 3414 3314 D Restricted Stock Units 2016-02-18 4 M 0 2968 0.00 D Common Stock 2968 6027 D The 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 3, 2013. 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, 2015 for the 1-year period beginning on January 1, 2015 and ended December 31, 2015. On February 18, 2016, it was determined that the Company met its 2015 Adjusted EBITDA Margin threshold, and, accordingly, the maximum amount of PRSUs for this award were deemed earned and were settled. In connection therewith, the Company issued the shares of Common Stock set forth in this row to the Reporting Person. Number of shares withheld for tax purposes. Common Stock acquired on the vesting of Restricted Stock Units ("RSUs"). Common Stock acquired on the vesting of RSUs. The 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. The RSUs identified in this row were granted on January 3, 2014 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% of the original number of RSUs granted, should the Company achieve or exceed a certain specified earnings before interest, taxes, depreciation and amortization ("EBITDA") threshold for the previous fiscal year and on the second anniversary of the grant date, in the amount of 34% of the original number of RSUs granted, should the Company achieve or exceed the specified EBITDA target for the 2015 fiscal year. On February 18, 2016, it was determined that the Company met its 2015 EBITDA threshold, and, accordingly, the RSUs set forth in this row settled on February 18, 2016. RSUs do not have an expiration date. The RSUs identified in this row were granted on January 5, 2015 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% of the original number of RSUs granted, should the Company achieve or exceed a certain specified EBITDA threshold for the previous fiscal year and on the second anniversary of the grant date, in the amount of 34% of the original number of RSUs granted, should the Company achieve or exceed the specified EBITDA target for the 2016 fiscal year. On February 18, 2016, it was determined that the Company met its 2015 EBITDA threshold, and, accordingly, the RSUs set forth in this row settled on February 18, 2016. /s/ Ralph S. Henderson 2016-02-22