AMN Healthcare Services (AMN) Form 4 AMN HEALTHCARE SERVICES / Ralph Henderson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Henderson Ralph

(Last) (First) (Middle)

8840 CYPRESS WATERS BLVD.

SUITE 300

(Street)

DALLAS TX 75019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMN HEALTHCARE SERVICES INC [ AMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres., Prof. Svc. & Staffing

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/03/2020		M(1)		2,096	A	$0.00	47,609	D
Common Stock	01/03/2020		F(2)		610	D	$62.11	46,999	D
Common Stock	01/04/2020		M(1)		2,077	A	$0.00	49,076	D
Common Stock	01/04/2020		F(2)		499	D	$62.42	48,577	D
Common Stock	01/04/2020		A(3)		7,245	A	$0.00	55,822	D
Common Stock	01/04/2020		F(2)		1,765	D	$62.42	54,057	D
Common Stock	01/05/2020		M(1)		2,418	A	$0.00	56,475	D
Common Stock	01/05/2020		F(2)		589	D	$62.42	55,886	D
Common Stock	01/06/2020		S(4)		25,500	D	$61.929	30,386	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	01/03/2020		M			2,096	(6)	(7)	Common Stock	2,096	$0.00	4,256	D
Restricted Stock Units	(8)	01/04/2020		M			2,077	(9)	(7)	Common Stock	2,077	$0.00	0	D
Restricted Stock Units	(5)	01/05/2020		M			2,418	(10)	(7)	Common Stock	2,418	$0.00	2,348	D
Restricted Stock Units	(5)	01/06/2020		A		5,663		(11)	(7)	Common Stock	5,663	$0.00	5,663	D

Explanation of Responses:

1. Common Stock acquired on the vesting of Restricted Stock Units (RSUs).

2. Number of shares withheld for tax purposes.

3. The 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 4, 2017. 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, 2016 for the 3-year period beginning on January 1, 2017 and ended December 31, 2019 ("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 6, 2020. The Company's Relative TSR measured in the 81st 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.

4. The sale of 25,500 shares of AMN Common Stock was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

5. The 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.

6. The 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.

7. RSUs do not have an expiration date.

8. 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 AMN Common Stock.

9. The RSUs set forth in this row were granted on January 4, 2017 and vest on the grantee's provision of three periods of credited service.

10. The 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.

11. The RSUs set forth in this row were granted on January 6, 2020 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.

Remarks:

	/s/ Ralph S. Henderson	01/07/2020
	** Signature of Reporting Person	Date
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