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^*

Henderson Ralph

(Last)

(First)

(Middle)

12400 HIGH BLUFF DRIVE

(Street)

SAN DIEGO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Nurse Staffing Div.

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2012

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	01/07/2012		M		14,498	A	$4.07	58,014	D
Common Stock	01/07/2012		F⁽¹³⁾		6,071	D	$4.07	51,943	D

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)
Stock Appreciation Rights	$16.18							⁽³⁾	04/08/2018	Common Stock	20,777		20,777	D
Stock Appreciation Rights	$17.86							⁽⁴⁾	09/04/2017	Common Stock	22,014		22,014	D
Restricted Stock Units	⁽¹⁾	01/07/2012		M⁽¹²⁾			14,498	⁽⁵⁾	⁽²⁾	Common Stock	14,498	⁽¹⁾	0	D
Stock Appreciation Rights	$8.71							⁽⁶⁾	01/07/2019	Common Stock	37,782		37,782	D
Restricted Stock Units	⁽¹⁾							⁽⁷⁾	⁽²⁾	Common Stock	722		722	D
Restricted Stock Units	⁽¹⁾							⁽⁸⁾	⁽²⁾	Common Stock	24,342		24,342	D
Stock Appreciation Rights	$8.78							⁽⁹⁾	02/02/2020	Common Stock	62,854		62,854	D
Restricted Stock Units	⁽¹⁾							⁽¹⁰⁾	⁽²⁾	Common Stock	27,047		27,047	D
Restricted Stock Units	⁽¹⁾							⁽¹¹⁾	⁽²⁾	Common Stock	30,277		30,277	D

Explanation of Responses:

1. 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.

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

3. The Stock Appreciation Rights were granted on April 8, 2008 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary of the date of the grant in increments of 33%, 34% and 33% respectively.

4. The Stock Appreciation Rights were granted on September 4, 2007 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary of the date of the grant in increments of 33%, 34% and 33% respectively.

5. The Restricted Stock Units were granted on January 7, 2009 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) target for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA target for the previous fiscal year.

6. The Stock Appreciation Rights were granted on January 7, 2009 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary of the date of the grant in increments of 33%, 34% and 33% respectively.

7. The Restricted Stock Units were granted on May 11, 2009 and vest in the incremental amount of 33% on the first anniversary of the grant; 34% on the second anniversary of the grant; and 33% on the third anniversary of the grant.

8. The Restricted Stock Units were granted on February 2, 2010 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) threshold for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA threshold for the previous fiscal year.

9. The Stock Appreciation Rights were granted on February 2, 2010 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary of the date of the grant in increments of 33%, 34% and 33% respectively.

10. The Restricted Stock Units were granted on February 2, 2010 pursuant to the AMN Healthcare Equity Plan. The Restricted Stock Units vest over three years on the 13th month anniversary, second anniversary and third anniversary of the date of the grant in increments of 33%, 34% and 33% respectively.

11. The Restricted Stock Units were granted on January 25, 2011 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) target for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA target for the previous fiscal year.

12. Common shares acquired on the vesting of Restricted Stock Units.

13. Number of shares withheld for tax purposes.

	Ralph Henderson	01/09/2012
	** Signature of Reporting Person	Date
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