Caroline Grace Form 4 AMN HEALTHCARE SERVICES / Caroline Grace 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^*

Grace Caroline

(Last) (First) (Middle)

8840 CYPRESS WATERS BLVD.

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2023

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	01/15/2024		M(1)		4,892	A	$0	11,006	D
Common Stock	01/15/2024		F(2)		1,328	D	$77.06	9,678	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	(3)	01/15/2023		A		14,827		(4)	(5)	Common Stock	14,827	$0	14,827	D
Restricted Stock Units	(3)	01/15/2024		M			4,892	(4)	(5)	Common Stock	4,892	$0	9,935	D
Restricted Stock Units	(3)	01/15/2024		A		32,315		(6)	(5)	Common Stock	32,315	$0	32,315	D

Explanation of Responses:

1. Common Stock acquired on the vesting of Restricted Stock Units.

2. Number of shares withheld for tax purposes.

3. The Restricted Stock Units identified in this row were granted pursuant to the AMN Healthcare 2017 Equity Plan. Each Restricted Stock Unit represents a contingent right to receive one share of AMN Common Stock

4. The Restricted Stock Units identified in this row were granted on January 15, 2023 and vest in three tranches on the first, second and third anniversaries of the grant date and the grantee's provision of three periods of credited service.

5. Restricted Stock Units do not have an expiration date.

6. The Restricted Stock Units in this row were granted on January 15, 2024 and vest in three tranches on the first, second and third anniversaries of the grant date and the grantee's provision of three periods of credited service.

Remarks:

	/s/ Caroline Grace	01/17/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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