SEC FORM 4

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^*

WALTON WYCHE H

(Last)

(First)

(Middle)

C/O NEW MAINSTREAM CAPITAL

300 CRESCENT COURT, SUITE 1700

(Street)

DALLAS

75201

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,426,149⁽⁵⁾	I	See footnote⁽⁵⁾
Common Stock	04/12/2011		M⁽⁶⁾		2,071	A	$8.35	2,071	I	See footnote⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	04/12/2011		M			2,071⁽¹⁾	⁽¹⁾	⁽²⁾	Common Stock	2,071	⁽³⁾	0	I	See footnote⁽⁶⁾
Stock Appreciation Rights	$4.55							04/12/2011	07/12/2011	Common Stock	5,397⁽⁴⁾		5,397	I	See footnote⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁵⁾							12/15/2010	09/01/2020	Series A Convertible Preferred Stock	556,283.6⁽⁵⁾		556,283.6	I	See footnote⁽⁵⁾

Explanation of Responses:

1. 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.

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

3. 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.

4. 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.

5. 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.

6. 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.

	Wyche H. Walton	04/14/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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