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^*

SALKA SUSAN R

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2012

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	03/09/2012		M		30,831	A	$4.99	150,098	D
Common Stock	03/09/2012		F⁽⁸⁾		11,308	D	$4.99	138,790	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	$18.03							⁽⁶⁾	04/12/2016	Common Stock	43,250		43,250	D
Stock Options (Right to buy)	$9.68							05/08/2004	05/08/2013	Common Stock	39,405		39,405⁽³⁾	D
Stock Options (Right to buy)	$14.94							05/18/2005	05/18/2014	Common Stock	160,000		160,000⁽³⁾	D
Stock Options (Right to buy)	$14.86							05/04/2006	05/04/2015	Common Stock	185,000		185,000⁽³⁾	D
Stock Appreciation Rights	$16.18							⁽⁶⁾	04/08/2018	Common Stock	61,646		61,646	D
Restricted Stock Units	⁽¹⁾							⁽⁴⁾⁽⁹⁾	⁽²⁾	Common Stock	67,782		67,782	D
Stock Appreciation Rights	$8.71							⁽⁶⁾	01/07/2019	Common Stock	116,586		116,586	D
Restricted Stock Units	⁽¹⁾							⁽⁵⁾⁽⁹⁾	⁽²⁾	Common Stock	112,111		112,111	D
Stock Appreciation Rights	$8.78							⁽⁶⁾	02/02/2020	Common Stock	193,949		193,949	D
Restricted Stock Units	⁽¹⁾	03/09/2012		M⁽¹⁰⁾			30,831	⁽⁷⁾	⁽²⁾	Common Stock	30,831	⁽¹⁾	62,595	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 Options to purchase shares of Common Stock were granted pursuant to the AMN Healthcare Services, Inc. Stock Option Plan. The shares become vested in four equal installments on the first, second, third and fourth anniversary of the grant date.

4. 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.

5. 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.

6. The Stock Appreciation Rights were granted pursuant to the AMN Healthcare Equity Plan and 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 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.

8. Number of shares withheld for tax purposes.

9. Ms. Salka elected to defer these Restricted Stock Units pursuant to the Company's deferred compensation plan.

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

	Susan R. Salka	03/13/2012
	** 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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