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*
HENSEL EMIL

(Last) (First) (Middle)
2538 NW 64TH BLVD

(Street)
BOCA RATON FL 33496

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CROSS COUNTRY HEALTHCARE INC [ CCRN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/27/2006
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)
Code V Amount (A) or (D) Price
Common Stock 12/27/2006 M(1) 19,522 A $7.75 20,455(4) D
Common Stock 12/27/2006 M(1) 15,105 A $11.62 20,455(4) D
Common Stock 12/27/2006 S(1) 34,627 D $22.21(2) 20,455(4) D
Common Stock 12/28/2006 M 11,500 A $7.75 20,455(4) D
Common Stock 12/28/2006 G(3) 2,700 D $0 82,227(4) I By wife
Common Stock 12/28/2006 G(3) 900 A $0 13,592(4) I By daughter
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $7.75 12/27/2006 M(1) 19,522 (5) 12/16/2009 Common Stock 19,522 $0 16,874(6)(7) D
Employee Stock Option (Right to Buy) $11.62 12/27/2006 M(1) 15,105 (5) 12/16/2009 Common Stock 15,105 $0 123,052(7) D
Employee Stock Option (Right to Buy) $7.75 12/28/2006 M 11,500 (5) 12/16/2009 Common Stock 11,500 $0 16,874(6)(7) D
Explanation of Responses:
1. The stock sales reported in this Form 4 and the option exercises indicated with footnote (1) reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2006.
2. The sales were completed at an average price of $22.21 per share, all within a range of $21.71-$22.75.
3. This transaction involves Mr. Hensel's wife gifting 900 shares to Mr. and Mrs. Hensel's daughter and to each of their two sons.
4. Following the effect of each of the transactions reported by this Form 4, 20,455 shares are held by Mr. Hensel directly, 82,227 are held by his wife and 13,592 are held by his daughter. In addition to the shares listed in Column 5 of Table I, 13,373 are held by each of his two sons. Mr. Hensel's two sons are adults and as a result, he disclaims beneficial ownership of these shares. Mr. Hensel's daughter is a college student and does not reside in Mr. Hensel's household. Her share ownership is reported in Table I.
5. The options are fully vested.
6. Following the option exercises reported in row 1 and row 3 of Table II, Mr. Hensel has 16,874 options that expire December 16, 2009 to purchase Common Stock of the Company at an exercise price of $7.75 per share.
7. In addition, Mr. Hensel has 236,602 options to purchase Common Stock of the Company with different exercise prices from any of the options reported in Table II.
Remarks:
/s/ Emil Hensel 12/29/2006
** Signature of Reporting Person Date
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).
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