Sec Form 4 Filing - Chavez Martin @ AMN HEALTHCARE SERVICES INC - 2010-09-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Chavez Martin 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GOLDMAN, SACHS & CO., 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2010 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 09/01/2010 J 3,012,454 ( 3 ) A 3,040,638 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Series A Conditional Convertible Preferred Stock 09/01/2010 J 3,448,073.7 ( 3 ) ( 4 ) ( 5 ) A 3,448,073.7 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 6 ) 09/01/2010 A 6,275 ( 7 ) ( 7 ) Common Stock 6,275 $ 0 6,275 I See footnotes ( 1 ) ( 9 ) Stock Appreciation Rights $ 4.55 09/01/2010 A 5,397 ( 8 ) 08/31/2020 Common Stock 5,397 $ 0 5,397 I See footnotes ( 1 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chavez Martin C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Yvette Kosic, Attorney-in-fact 09/03/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. ( 2 )Goldman Sachs beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 28,184 shares of common stock, par value $0.01 per share (the "Common Stock"), of AMN Healthcare Services, Inc. (the "Company"). Goldman Sachs and GS Group may be deemed to beneficially own indirectly 3,012,454 shares of Common Stock by reason of the direct beneficial ownership of such shares by GSUIG, L.L.C. ("GSUIG"). GS Group is the sole member of GSUIG and Goldman Sachs serves as the investment manager for GSUIG. Goldman Sachs also holds open short positions of 356,882 shares of Common Stock. ( 3 )On July 28, 2010, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company acquired NF Investors, Inc. ("NFI") on September 1, 2010. Pursuant to the Merger Agreement, NFI stockholders received shares of Common Stock and shares of the Company's Series A Conditional Convertible Preferred Stock (the "Preferred Stock"). Simultaneously with the closing of the transactions contemplated by the Merger Agreement, GSUIG exchanged 78,609.749 shares of Series A Preferred Stock of NFI (including all accrued but unpaid dividends thereon) for 3,012,454 shares of Common Stock and 1,070,850 shares of Preferred Stock. ( 4 )Simultaneously with the closing of the transactions contemplated by the Merger Agreement, GSUIG also (i) exchanged 10,000 shares of Series C Preferred Stock of NFI (including all accrued but unpaid dividends thereon) for 1,465,810.6 shares of Preferred Stock and (ii) received 102,272.4 shares of Preferred Stock in consideration of a transaction fee payable to GSUIG pursuant to that certain Management Termination and Release Agreement, dated as of July 28, 2010, by and among the Company, GSUIG and the other parties thereto. (continued in next footnote) ( 5 )In addition, an additional 809,140.7 shares of Preferred Stock were issued in exchange for GSUIG's interest in NFI, but such 809,140.7 shares of Preferred Stock are currently being held in escrow and are subject to forfeiture following the closing of the transactions contemplated by the Merger Agreement to satisfy claims arising with respect to indemnification obligations and transaction consideration adjustments. The Preferred Stock is not convertible into shares of Common Stock until such time as all approvals of the stockholders of the Company necessary to approve, for purposes of Section 312.03 of the NYSE Listed Company Manual, (i) the conversion of the Company's Preferred Stock into shares of Common Stock and (ii) the voting rights of the Company's Preferred Stock, have been received. ( 6 )Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock. ( 7 )The Restricted Stock Units, granted on September 1, 2010 pursuant to the AMN Healthcare Equity Plan, vest in the incremental amount of 33% on the earlier of the first anniversary of the grant date or the date of the Company's annual meeting of stockholders the first year following the grant; 34% on the earlier of the second anniversary of the grant date or the date of the Company's annual meeting of stockholders the second year following the grant; and 33% on the earlier of the third anniversary of the grant date or the date of the Company's annual meeting of stockholders the third year following the grant. The Restricted Stock Units do not have an expiration date. ( 8 )The Stock Appreciation Rights, granted on September 1, 2010, may be exercised on and after the earlier of the Company's 2011 annual meeting of stockholders or the first anniversary of such grant date. ( 9 )GS Group may be deemed to beneficially own 6,275 Restricted Stock Units and 5,397 Stock Appreciation Rights that were granted to the Reporting Person in his capacity as a director of the Company. The Reporting Person has an understanding with GS Group pursuant to which such Restricted Stock Units and Stock Appreciation Rights are held for the benefit of GS Group.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.