0001209191-18-011666.txt : 20180220 0001209191-18-011666.hdr.sgml : 20180220 20180220202312 ACCESSION NUMBER: 0001209191-18-011666 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180215 FILED AS OF DATE: 20180220 DATE AS OF CHANGE: 20180220 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: 18626720 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-02-15 0 0001142750 AMN HEALTHCARE SERVICES INC AMN 0001410701 Henderson Ralph 12400 HIGH BLUFF DRIVE SAN DIEGO CA 92130 0 1 0 0 Pres., Prof. Svc. & Staffing Common Stock 2018-02-15 4 A 0 15741 0.00 A 37574 D Common Stock 2018-02-15 4 F 0 7804 53.90 D 29770 D Common Stock 2018-02-15 4 M 0 2366 0.00 A 32136 D Common Stock 2018-02-15 4 F 0 1173 53.90 D 30963 D Common Stock 2018-02-15 4 M 0 2077 0.00 A 33040 D Common Stock 2018-02-15 4 F 0 1029 53.90 D 32011 D Common Stock 2018-02-20 4 S 0 10178 56.20 D 21833 D Restricted Stock Units 2018-02-15 4 M 0 2366 0.00 D Common Stock 2366 2296 D Restricted Stock Units 2018-02-15 4 M 0 2077 0.00 D Common Stock 2077 4217 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 5, 2015. 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, 2017 for the one-year period beginning on January 1, 2017 and ended December 31, 2017. The maximum amount of PRSUs for this award were deemed earned and vested. Number of shares withheld for tax purposes. Common Stock acquired on the vesting of Restricted Stock Units ("RSUs"). The sale of 10,178 shares of Common Stock reported in this row was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The price reported in this row represents a weighted average price of $56.20 per share. These shares were sold in multiple transactions at prices ranging from $56.12 to $56.27, 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. 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 5, 2016 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 2016 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 2017 fiscal year. RSUs do not have an expiration date. The 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 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. /s/ Ralph S. Henderson 2018-02-20