4//SEC Filing
Chavez Martin 4
Accession 0000769993-10-000442
CIK 0001142750other
Filed
Sep 2, 8:00 PM ET
Accepted
Sep 3, 5:58 PM ET
Size
16.4 KB
Accession
0000769993-10-000442
Insider Transaction Report
Form 4
Chavez Martin
Director
Transactions
- Award
Stock Appreciation Rights
2010-09-01+5,397→ 5,397 total(indirect: See footnotes)Exercise: $4.55Exp: 2020-08-31→ Common Stock (5,397 underlying) - Other
Series A Conditional Convertible Preferred Stock
2010-09-01+3,448,073.7→ 3,448,073.7 total(indirect: See footnotes) - Other
Common Stock
2010-09-01+3,012,454→ 3,040,638 total(indirect: See footnotes) - Award
Restricted Stock Units
2010-09-01+6,275→ 6,275 total(indirect: See footnotes)Exercise: $0.00→ Common Stock (6,275 underlying)
Footnotes (9)
- [F1]The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [F2]Goldman Sachs beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 28,184 shares of common stock, par value $0.01 per share (the "Common Stock"), of AMN Healthcare Services, Inc. (the "Company"). Goldman Sachs and GS Group may be deemed to beneficially own indirectly 3,012,454 shares of Common Stock by reason of the direct beneficial ownership of such shares by GSUIG, L.L.C. ("GSUIG"). GS Group is the sole member of GSUIG and Goldman Sachs serves as the investment manager for GSUIG. Goldman Sachs also holds open short positions of 356,882 shares of Common Stock.
- [F3]On July 28, 2010, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company acquired NF Investors, Inc. ("NFI") on September 1, 2010. Pursuant to the Merger Agreement, NFI stockholders received shares of Common Stock and shares of the Company's Series A Conditional Convertible Preferred Stock (the "Preferred Stock"). Simultaneously with the closing of the transactions contemplated by the Merger Agreement, GSUIG exchanged 78,609.749 shares of Series A Preferred Stock of NFI (including all accrued but unpaid dividends thereon) for 3,012,454 shares of Common Stock and 1,070,850 shares of Preferred Stock.
- [F4]Simultaneously with the closing of the transactions contemplated by the Merger Agreement, GSUIG also (i) exchanged 10,000 shares of Series C Preferred Stock of NFI (including all accrued but unpaid dividends thereon) for 1,465,810.6 shares of Preferred Stock and (ii) received 102,272.4 shares of Preferred Stock in consideration of a transaction fee payable to GSUIG pursuant to that certain Management Termination and Release Agreement, dated as of July 28, 2010, by and among the Company, GSUIG and the other parties thereto. (continued in next footnote)
- [F5]In addition, an additional 809,140.7 shares of Preferred Stock were issued in exchange for GSUIG's interest in NFI, but such 809,140.7 shares of Preferred Stock are currently being held in escrow and are subject to forfeiture following the closing of the transactions contemplated by the Merger Agreement to satisfy claims arising with respect to indemnification obligations and transaction consideration adjustments. The Preferred Stock is not convertible into shares of Common Stock until such time as all approvals of the stockholders of the Company necessary to approve, for purposes of Section 312.03 of the NYSE Listed Company Manual, (i) the conversion of the Company's Preferred Stock into shares of Common Stock and (ii) the voting rights of the Company's Preferred Stock, have been received.
- [F6]Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock.
- [F7]The Restricted Stock Units, granted on September 1, 2010 pursuant to the AMN Healthcare Equity Plan, vest in the incremental amount of 33% on the earlier of the first anniversary of the grant date or the date of the Company's annual meeting of stockholders the first year following the grant; 34% on the earlier of the second anniversary of the grant date or the date of the Company's annual meeting of stockholders the second year following the grant; and 33% on the earlier of the third anniversary of the grant date or the date of the Company's annual meeting of stockholders the third year following the grant. The Restricted Stock Units do not have an expiration date.
- [F8]The Stock Appreciation Rights, granted on September 1, 2010, may be exercised on and after the earlier of the Company's 2011 annual meeting of stockholders or the first anniversary of such grant date.
- [F9]GS Group may be deemed to beneficially own 6,275 Restricted Stock Units and 5,397 Stock Appreciation Rights that were granted to the Reporting Person in his capacity as a director of the Company. The Reporting Person has an understanding with GS Group pursuant to which such Restricted Stock Units and Stock Appreciation Rights are held for the benefit of GS Group.
Documents
Issuer
AMN HEALTHCARE SERVICES INC
CIK 0001142750
Entity typeother
Related Parties
1- filerCIK 0001499639
Filing Metadata
- Form type
- 4
- Filed
- Sep 2, 8:00 PM ET
- Accepted
- Sep 3, 5:58 PM ET
- Size
- 16.4 KB