4//SEC Filing
WALTON WYCHE H 4
Accession 0001181431-10-062330
CIK 0001142750other
Filed
Dec 15, 7:00 PM ET
Accepted
Dec 16, 7:45 PM ET
Size
11.7 KB
Accession
0001181431-10-062330
Insider Transaction Report
Form 4
WALTON WYCHE H
Director
Transactions
- Other
Series A Convertible Preferred Stock
2010-12-15+983,602.5→ 983,602.5 total→ Series A Convertible Preferred Stock (983,602.5 underlying)
Holdings
- 5,397(indirect: See Footnote)
Stock Appreciation Rights
Exercise: $4.55From: 2011-09-01Exp: 2020-09-01→ Common Stock (5,397 underlying) - 6,275(indirect: See Footnote)
Restricted Stock Units
→ Common Stock (6,275 underlying) - 1,426,149(indirect: See Footnote)
Common Stock
Footnotes (6)
- [F1]The Restricted Stock Units, granted on September 1, 2010 vest in the incremental amount of 33% on the earlier of the first anniversary of the Grant Date or the date of the AMN Healthcare Services, Inc. (the "Company") annual meeting of stockholders the first year following the Grant Date, 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 Date 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 Date. The Restricted Stock Units settle on the date of the director's termination of service with the Company.
- [F2]Restricted Stock Units do not have an expiration date.
- [F3]The Restricted Stock Units were granted pursuant to the AMN Healthcare Equity Plan. Each Restricted Unit represents a contingent right to receive one share of Common Stock.
- [F4]The Stock Appreciation Rights were granted on September 1, 2010 pursuant to the AMN Healthcare Equity Plan and vest 100% on and after the earlier of the Company's 2011 Annual Shareholders Meeting or the first anniversary of the Grant Date.
- [F5]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 and HWP Capital Partners II, L.P. ("HWP LP") and Haas Wheat & Partners Incorporated ("HWP Inc.") received shares of the Company's Common Stock and shares of the Company's Series A Conditional Convertible Preferred Stock, which became convertible following shareholders approval on December 15, 2010 ("Series A").The Reporting Person has an equity interest in HWP LP, which is an affiliate of HWP Inc. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [F6]In connection with the Merger Agreement, HWP Inc. acquired and beneficially owns directly 102,272.4 shares of the Company Series A and HWP LP beneficially owns directly 1,426,149 shares of Company Common Stock, par value $0.01 per share, and 556,283.6 Series A shares, plus an additional 325,046.5 Series A shares which are held for its benefit in escrow subject to contractual indemnification obligations.
Documents
Issuer
AMN HEALTHCARE SERVICES INC
CIK 0001142750
Entity typeother
Related Parties
1- filerCIK 0001253326
Filing Metadata
- Form type
- 4
- Filed
- Dec 15, 7:00 PM ET
- Accepted
- Dec 16, 7:45 PM ET
- Size
- 11.7 KB