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^*

Scott Brian M.

(Last)

(First)

(Middle)

12400 HIGH BLUFF DRIVE, SUITE 100

(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)
	CFO/CAO

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2015

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	01/05/2015		A⁽¹⁾		58,972	A	$0	95,247	D
Common Stock	01/05/2015		F⁽²⁾		23,550	D	$19.4525	71,697	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)
Restricted Stock Units	⁽³⁾	01/05/2015		A		8,995		⁽⁴⁾	⁽⁵⁾	Common Stock	8,995	$0	8,995	D
Restricted Stock Units	⁽³⁾	01/05/2015		A		31,974		⁽⁶⁾	⁽⁵⁾	Common Stock	31,974	$0	31,974	D
Performance Restricted Stock Units	⁽⁷⁾	01/05/2015		A		31,974		⁽⁸⁾	⁽⁹⁾	Common Stock	31,974	$0	31,974	D

Explanation of Responses:

1. The acquisition of common stock set forth in this row resulted from the vesting of a performance restricted stock unit ("PRSU") award granted by the Company on April 20, 2012. The ultimate number of PRSUs that could have been earned and vested under this award depended on (1) the total shareholder return for the Company relative to the companies in the Russell 2000 Index as of March 30, 2012 for the performance period beginning on April 1, 2012 and ended December 31, 2014 ("Relative TSR") and (2) whether the Company's absolute total shareholder return for the same period was positive or negative (collectively, the "TSR Measurement"). The Compensation Committee performed the TSR Measurement for this award on January 5, 2015. The Company's Relative TSR measured in the 97th percentile and its absolute total shareholder return for the period was positive. Based on these results, the maximum amount of PRSUs for this award, were deemed earned and vested.

2. Number of shares withheld for tax purposes.

3. 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.

4. The Restricted Stock Units were granted on January 5, 2015 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 a certain specified earnings before interest, taxes, depreciation and amortization (EBITDA) target for the 2015 fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed the specified EBITDA target for the 2016 fiscal year.

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

6. The Restricted Stock Units were granted on January 5, 2015. 12,731 Restricted Stock Units shall vest and become earned on December 31, 2017, and the remaining 19,243 Restricted Stock Units shall vest and become earned on December 31, 2018.

7. The Performance Restricted Stock Units were granted pursuant to the AMN Healthcare Equity Plan. Each Performance Restricted Stock Unit represents a contingent right to receive one share of Common Stock.

8. The Performance Restricted Stock Units were granted on January 5, 2015. If the average closing price of the Company's Common Stock from December 31, 2017 through December 31, 2017 equals or exceeds $26.08 per share, 12,731 Performance Restricted Stock Units shall vest and become earned on December 31, 2017. If the average closing price of the Company's Common Stock from December 1, 2018 through December 31, 2018 equals or exceeds $29.20 per share, an additional 19,243 Performance Restricted Stock Units shall vest and become earned on December 31, 2018.

9. Performance Restricted Stock Units do not have an expiration date.

	/s/ Brian M. Scott	01/07/2015
	** Signature of Reporting Person	Date
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