Amended Statement of Ownership (sc 13g/a)
February 12 2015 - 4:37PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
| AMN Healthcare Services Inc. |
| (Name of Issuer) |
| |
| Common Stock |
| (Title of Class of Securities) |
| |
| 001744101 |
| (CUSIP Number) |
| |
| December 31, 2014 |
| (Date of Event Which Requires Filing of this
Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
| |
X
|
Rule
13d-1(b) |
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|
Rule 13d-1(c) |
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Rule
13d-1(d) |
*The remainder of this cover
page shall be filled out for a reporting person's initial filing on this form
with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a
prior cover page.
The information required in
the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
PAGE 1 OF 8 PAGES
| 1 |
NAME OF REPORTING PERSON
Manulife Financial
Corporation |
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| 2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☐ |
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N/A |
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| 3 |
SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
SOLE VOTING
POWER |
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-0- |
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| 6 |
SHARED VOTING
POWER |
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-0- |
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| 7 |
SOLE DISPOSITIVE
POWER |
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-0- |
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| 8 |
SHARED DISPOSITIVE
POWER |
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-0- |
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| 9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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None, except through its indirect, wholly-owned subsidiaries,
Manulife Asset Management (North America) Limited, and Manulife Asset
Management (US) LLC
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| 10 |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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N/A |
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| 11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 |
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See line 9 above. |
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| 12 |
TYPE OF
REPORTING PERSON* |
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HC |
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*SEE
INSTRUCTIONS |
PAGE 2 OF 8 PAGES
| 1 |
NAME OF REPORTING PERSON
Manulife Asset Management (North
America) Limited |
|
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| |
|
|
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| 2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☐ |
|
|
N/A |
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| 3 |
SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
SOLE VOTING
POWER |
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| |
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12,754 |
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| 6 |
SHARED VOTING
POWER |
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-0- |
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| 7 |
SOLE DISPOSITIVE
POWER |
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12,754 |
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| 8 |
SHARED DISPOSITIVE
POWER |
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-0- |
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| 9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12,754
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| 10 |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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N/A |
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| 11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 |
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0.03% |
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| 12 |
TYPE OF
REPORTING PERSON* |
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|
IA |
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*SEE
INSTRUCTIONS |
PAGE 3 OF 8 PAGES
| 1 |
NAME OF REPORTING PERSON
Manulife Asset Management (US)
LLC |
|
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| |
|
|
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| 2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☐ |
|
|
N/A |
|
|
|
|
|
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| 3 |
SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
SOLE VOTING
POWER |
|
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| |
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2,204,806 |
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| 6 |
SHARED VOTING
POWER |
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-0- |
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| 7 |
SOLE DISPOSITIVE
POWER |
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2,204,806 |
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| 8 |
SHARED DISPOSITIVE
POWER |
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-0- |
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| 9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
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2,204,806
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| 10 |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
|
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N/A |
|
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| 11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 |
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4.73% |
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| 12 |
TYPE OF
REPORTING PERSON* |
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|
IA |
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*SEE
INSTRUCTIONS |
PAGE 4 OF 8
PAGES
| Item
1(a) |
|
Name of Issuer: |
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AMN
Healthcare Services Inc. |
| |
| Item
1(b) |
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Address of Issuer's Principal Executive
Offices: |
|
|
12400 High Bluff Drive, Suite 100 |
|
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San
Diego, California 92130 |
| |
| Item
2(a) |
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Name of Person Filing: |
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This
filing is made on behalf of Manulife Financial Corporation ("MFC") and
MFC’s indirect, wholly-owned subsidiaries, Manulife Asset Management
(North America) Limited ("MAM (NA)") and Manulife Asset Management (US)
LLC ("MAM (US)"). |
| |
| Item
2(b) |
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Address of Principal Business Office: |
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The
principal business offices of MFC and MAM (NA) are located at 200 Bloor
Street East, Toronto, Ontario, Canada, M4W 1E5. |
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The
principal business office of MAM (US) is located at 197 Clarendon Street,
Boston, Massachusetts 02116. |
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| Item
2(c) |
|
Citizenship: |
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MFC
and MAM (NA) are organized and exist under the laws of
Canada. |
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MAM
(US) is organized and exists under the laws of the State of
Delaware. |
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| Item
2(d) |
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Title of Class of Securities: |
|
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Common Stock |
| |
| Item
2(e) |
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CUSIP Number: |
|
|
001744101 |
| |
| Item
3 |
|
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a: |
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MFC: |
|
(g)
(X) |
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a
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
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MAM
(NA): |
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(e)
(X) |
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an
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
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MAM
(US): |
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(e)
(X) |
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an
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
| Item
4 |
Ownership: |
| |
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(a)
Amount Beneficially Owned:
MAM (NA) has beneficial ownership of 12,754 shares of Common Stock, and
MAM (US) has beneficial ownership of 2,204,806 shares of Common Stock.
Through its parent-subsidiary relationship to MAM (NA), and MAM (US), MFC
may be deemed to have beneficial ownership of these same
shares. |
| |
|
(b)
Percent of Class: Of
the 46,631,739 shares of Common Stock outstanding as of November 03, 2014,
according to the Form 10-Q filed by the issuer with the Securities and
Exchange Commission on November 7, 2014, MAM (NA) held 0.03%, and MAM (US)
held 4.73%. |
PAGE 5 OF 8 PAGES
| |
(c) |
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Number
of shares as to which the person has: |
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(i) |
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sole power to vote or
to direct the vote: |
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MAM (NA) and MAM (US)
each has sole power to vote or to direct the voting of the shares of
Common Stock beneficially owned by each of them. |
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(ii) |
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shared power to vote
or to direct the vote: -0- |
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(iii) |
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sole power to dispose
or to direct the disposition of: |
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MAM (NA) and MAM (US)
each has sole power to dispose or to direct the disposition of the shares
of Common Stock beneficially owned by each of them. |
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(iv) |
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shared power to
dispose or to direct the disposition of:
-0- |
| Item
5 |
Ownership of Five Percent or Less of a
Class: |
| |
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[X]. |
| |
| Item
6 |
Ownership of More than Five Percent on Behalf of Another
Person: |
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Not
applicable. |
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| Item
7 |
Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person: |
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See
Items 3 and 4 above. |
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| Item
8 |
Identification and Classification of Members of the
Group: |
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Not
applicable. |
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| Item
9 |
Notice of Dissolution of Group: |
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Not
applicable. |
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| Item
10 |
Certification: |
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By
signing below the undersigned certifies that, to the best of its knowledge
and belief, (i) the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect. |
PAGE 6 OF 8 PAGES
SIGNATURE
After reasonable inquiry and
to the best of its knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete and correct.
|
Manulife Financial Corporation |
| |
|
By: |
/s/ Graham A. Miller |
|
Name: |
Graham A. Miller |
| Dated: February 11, 2015 |
Title: |
Agent* |
| |
|
Manulife Asset Management (North America)
Limited |
| |
|
By: |
/s/ Warren Rudick |
|
Name: |
Warren Rudick |
| Dated: February 11, 2015 |
Title: |
Associate General Counsel and Assistant
Secretary |
| |
|
Manulife Asset Management (US) LLC |
| |
|
By: |
/s/ William E. Corson |
|
Name: |
William E. Corson |
| Dated: February 11, 2015 |
Title: |
Vice
President and Chief Compliance Officer |
* Signed pursuant to a Power of Attorney dated June
10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and
Exchange Commission by Manulife Financial Corporation on August 27,
2014.
PAGE 7 OF 8 PAGES
EXHIBIT A
JOINT FILING
AGREEMENT
Manulife Financial
Corporation, Manulife Asset Management (North America) Limited and Manulife
Asset Management (US) LLC agree that the Schedule 13G (Amendment No.2) to which
this Agreement is attached, relating to the Common Stock of AMN Healthcare
Services, Inc., is filed on behalf of each of them.
|
Manulife Financial Corporation |
| |
|
By: |
/s/ Graham A. Miller |
|
Name: |
Graham A. Miller |
| Dated: February 11, 2015 |
Title: |
Agent* |
| |
|
Manulife Asset Management (North America)
Limited |
| |
|
By: |
/s/ Warren Rudick |
|
Name: |
Warren Rudick |
| Dated: February 11, 2015 |
Title: |
Associate General Counsel and Assistant
Secretary |
| |
|
Manulife Asset Management (US)
LLC |
| |
|
By: |
/s/ William E. Corson |
|
Name: |
William E. Corson |
| Dated: February 11, 2015 |
Title: |
Vice
President and Chief Compliance Officer |
* Signed pursuant to a Power of Attorney dated June
10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and
Exchange Commission by Manulife Financial Corporation on August 27,
2014.
PAGE 8 OF 8 PAGES
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