AMN 2018 Proxy Statement

SECURITY OWNERSHIP AND OTHER MATTERS (4) Certain named executive officers and directors have vested equity awards in the form of SARs. Under our SARs, grantees have the right to acquire an amount of our Common Stock equal in value to the difference between the fair value of our Common Stock on the date of exercise less the grant price. This table reflects the gross number of shares of Common Stock that the applicable named executive officer or director had the right to acquire on the Record Date based on (A) the fair value of our Common Stock on the Record Date, which equaled $56.90, and (B) the presumed exercise of all SARS that have vested or will vest within 60 days of the Record Date for such individual. The range of grant prices of our outstanding SARs for our named executive officers and our directors is $5.32 to $8.83 (the “ SAR Grant Price Range ”). The number of vested SARs held by our directors (no director has unvested SARs) and their respective SAR Grant Price Range are as follows: Director # of Vested SARs on the Record Date SAR Grant Price Range ($) R. Jeffrey Harris 16,448 6.00 to 8.83 Martha H. Marsh 5,397 5.32 Paul E. Weaver 16,448 6.00 to 8.83 Additionally, in accordance with our policy, directors and named executive officers are not permitted to pledge, hypothecate or otherwise place liens on any equity securities of the Company that they own (or to engage in any hedging transactions involving our equity securities). Accordingly, no shares of Common Stock identified as beneficially owned in this table by our named executive officers and directors are pledged as security. (5) Includes (A) 76,600 shares of Common Stock owned directly by Mr. Harris and (B) 52,408 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which 52,408 shares consist of (i) 14,305 shares of Common Stock that he has a right to receive on the Record Date if he exercised all 16,448 of his vested SARs on the Record Date, (ii) 34,738 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (iii) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date. (6) Includes (A) 39,657 shares of Common Stock owned directly by Mr. Weaver and (B) 49,630 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which 49,630 shares consist of (i) 14,305 shares of Common Stock that he has a right to receive on the Record Date if he exercised all 16,448 of his vested SARs on the Record Date, (ii) 31,960 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (iii) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date. (7) Includes (A) 6,668 shares of Common Stock owned directly by Mr. Stern and (B) 84,953 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which 84,953 shares consist of (i) 81,588 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (ii) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date. (8) Includes (A) 46,418 shares of Common Stock owned directly by Dr. Johns and (B) 44,290 shares of Common Stock deemed to be beneficially owned by Dr. Johns by reason of the right to acquire such shares within 60 days following the Record Date, which 44,290 shares consist of (i) 40,925 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (ii) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date. (9) Includes (A) 45,998 shares of Common Stock owned directly by Ms. Marsh and (B) 37,107 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which 37,107 shares of Common Stock consist of (i) 4,892 shares of Common Stock that she has a right to receive on the Record Date if she exercised all 5,397 of her vested SARs on the Record Date, (ii) 28,850 shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service and (iii) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date. (10) All shares of Common Stock reflected in this row are owned directly by the named executive officer. (11) Includes 38,103 shares of Common Stock deemed to be beneficially owned by Mr. Wheat by reason of the right to acquire such shares within 60 days following the Record Date, which 38,103 shares consist of (A) 34,738 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (B) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date. (12) Includes (A) 3,525 shares of Common Stock owned directly by Mr. Foletta and (B) 27,962 shares of Common Stock deemed to be beneficially owned by Mr. Foletta by reason of the right to acquire such shares within 60 days following the Record Date, which 27,962 shares consist of (i) 24,597 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (ii) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act generally requires our directors, executive officers and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Directors, executive officers and greater than 10% shareholders are required by SEC rules to furnish us with copies of Section 16(a) forms they file. We believe that all of our directors, named executive officers and greater than 10% beneficial owners complied with all filing requirements applicable to them in 2017. 68 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement