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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Rights | $ 8.78 | 03/20/2019 | M(4) | 58,185 | (5) | 02/02/2020 | Common Stock | 58,185 | $ 0 | 58,184 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SALKA SUSAN R 8840 CYPRESS WATERS BLVD., SUITE 300 COPPELL, TX 75019 |
X | President and CEO | ||
| /s/ Susan R. Salka | 03/22/2019 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | A Stock-Settled Appreciation Right ("SSAR") entitles the Grantee to the right to receive shares of AMN's Common Stock ("Stock") having a value equal to the excess of the Fair Market Value of the closing price of the Stock on the trading day prior to the date of exercise over the Exercise Price multiplied by the number of SSARs exercised. The number set forth in this row represents the difference between the number of SSARs exercised (58,185), and the number of shares of Stock issued as a result of the exercise (28,746). |
| (2) | The sale of 28,746 shares of Stock set forth in this row was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
| (3) | The price reported in this row represents a weighted average price of $48.048 per share. These shares were sold in multiple transactions at prices ranging from $48.00 to $48.28, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| (4) | The exercise of derivative securities reported in this row was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
| (5) | The SSARs set forth in this row were granted on February 2, 2010 pursuant to the AMN Healthcare Equity Plan and vested in three equal installments on the first, second and third anniversary of the grant date. |