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*
FRANCIS STEVEN C
(Last) (First) (Middle)
12400 HIGH BLUFF DRIVE
(Street)
SAN DIEGO CA 92130
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMN HEALTHCARE SERVICES INC [ AHS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2006
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 05/01/2006 M 25,900 A $3.8 26,000 D
Common Stock 05/01/2006 S 25,900 D $19.7175 100 D
Common Stock 05/02/2006 M 50,000 A $3.8 50,100 D
Common Stock 05/02/2006 S 50,000 D $21.02 100 D
Common Stock 05/03/2006 M 38,000 A $3.8 38,100 D
Common Stock 05/03/2006 S 38,000 D $20.9296 100 D
Common Stock 1,200(1) I Daughter Custodial
Common Stock 1,200(2) I Son Custodial
Common Stock 214,422(3)(4)(5)(6) I Trust
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 (7) (8) 04/12/2016 Common Stock 5,555 5,555 D
Stock Appreciation Rights $18.03 (9) 04/12/2016 Common Stock 4,445 4,445 D
Stock Options (Right to buy) $6.68 05/14/2002 12/31/2009 Common Stock 746,493 746,493(10) D
Stock Options (Right to buy) $9.68 05/08/2004 05/08/2013 Common Stock 200,000 200,000 D
Stock Options (Right to buy) $14.94 05/18/2005 06/09/2014 Common Stock 200,000 200,000 D
Stock Options (Right to buy) $15.47 09/28/2006 09/28/2015 Common Stock 100,000 100,000 D
Stock Options (Right to buy) $22.98 01/17/2003 01/17/2012 Common Stock 200,000 200,000(11) D
Stock Options (Right to buy) $3.8 05/01/2006 M 25,900(12) 12/31/2001 11/19/2009 Common Stock 25,900 $3.8 1,994,056(13) D
Stock Options (Right to buy) $3.8 05/02/2006 M 50,000(12) 12/31/2001 11/19/2009 Common Stock 50,000 $3.8 1,944,056(13) D
Stock Options (Right to buy) $3.8 05/03/2006 M 38,000(12) 12/31/2001 11/19/2009 Common Stock 38,000 $3.8 1,906,056(13) D
Explanation of Responses:
1. The Reporting Person beneficially owns and shares voting and dispositive power over such shares with his wife, as custodian for his daughter. The Reporting Person disclaims the beneficial ownership of all such Common Stock owned by his wife and daughter
2. The Reporting Person beneficially owns and shares voting and dispositive power over such shares with his wife, as custodian for his son. The Reporting Person disclaims the beneficial ownership of all such Common Stock owned by his wife and son
3. By the Francis Family Trust dated May 24, 1996 (the Trust). Mr. Francis and his wife, Gayle Francis, are each trustees of the Trust.
4. By the Francis Family Trust dated May 24, 1996 (the Trust). Mr. Francis and his wife, Gayle Francis, are each trustees of the Trust.
5. By the Francis Family Trust dated May 24, 1996 (the Trust). Mr. Francis and his wife, Gayle Francis, are each trustees of the Trust.
6. By the Francis Family Trust dated May 24, 1996 (the Trust). Mr. Francis and his wife, Gayle Francis, are each trustees of the Trust.
7. The Restricted Stock Units were granted pursuant to the AMN Healthcare Equity Plan. Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock.
8. The Restricted Stock Units vest in the incremental amount of 33% on the earlier of (i) April 12, 2007 or (ii) the date of the Company's 2007 Annual Meeting of Stockholders; 34% on the earlier of (i) April 12, 2008 or (ii) the date of the Company's 2008 annual Meeting of Stockholders; and 33% on April 12, 2009.
9. The Stock Appreciation Rights were granted pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest on the earlier of (i) April 12, 2007 or (ii) the Company's 2007 Annual Meeting of Stockholders
10. The Options to purchase shares become exercisable in four installments, for the right to purchase 186,630 shares on May 14, 2002, and to purchase 186,621 on each of December 31, 2002, 2003, and 2004.
11. The options to purchase shares of Common Stock were issued pursuant to the AMN Healthcare Services, Inc. 2001 Stock Option Plan and become exercisable in four equal installments, for the right to purchase 50,000 shares on each of January 17, 2003, 2004, 2005, and 2006.
12. The exercise of options and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2006
13. The Options to purchase shares of Common Stock become exercisable in four installments, for the right to purchase 504,990 shares on each of December 31, 2001, May 14, 2002, December 31, 2002 and the right to purchase 504,986 shares on December 31, 2003.
Steven C Francis 05/03/2006
** 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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