WALTON WYCHE H 4
4 · AMN HEALTHCARE SERVICES INC · Filed Apr 14, 2011
Insider Transaction Report
Form 4
WALTON WYCHE H
Director
Transactions
- Exercise/Conversion
Common Stock
2011-04-12$8.35/sh+2,071$17,293→ 2,071 total(indirect: See footnote) - Exercise/Conversion
Restricted Stock Units
2011-04-12−2,071→ 0 total(indirect: See footnote)→ Common Stock (2,071 underlying)
Holdings
- 5,397(indirect: See footnote)
Stock Appreciation Rights
Exercise: $4.55From: 2011-04-12Exp: 2011-07-12→ Common Stock (5,397 underlying) - 1,426,149(indirect: See footnote)
Common Stock
- 556,283.6(indirect: See footnote)
Series A Convertible Preferred Stock
From: 2010-12-15Exp: 2020-09-01→ Series A Convertible Preferred Stock (556,283.6 underlying)
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. The Reporting Person disclaims beneficial ownership of the securities reported herein, by reason of his agreement with Haas Wheat & Partners Incorporated.
- [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. The Reporting Person disclaims beneficial ownership of the securities reported herein, by reason of his agreement with Haas Wheat & Partners Incorporated.
- [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") received 1,426,149 shares of the Company's Common Stock ("Common Stock") and 556,283.6 shares of the Company's Series A Conditional Convertible Preferred Stock ("Series A"), which preferred shares are convertible to Common Stock, excluding an additional 325,046.5 Series A shares which are held for HWP LP's benefit in escrow subject to contractual indemnification obligations. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
- [F6]Common Stock acquired due to the vesting and settlement of RSUs upon termination of service as Director. The Reporting Person disclaims beneficial ownership of the securities reported herein, by reason of his agreement with Haas Wheat & Partners Incorporated ("HWP Inc.") to assign such stock to HWP Inc.