Edgar Filing: ON ASSIGNMENT INC

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PIERCE EDWARD L

2. Issuer Name and Ticker or Trading Symbol
ON ASSIGNMENT INC [ASGN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Exec VP, CFO

(Last)

(First)

(Middle)

ON ASSIGNMENT, INC., 26745 MALIBU HILLS ROAD

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2016

(Street)

CALABASAS, CA 91301

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2016		A		213 ⁽¹⁾	A	$ 0	57,025	D
Common Stock	02/11/2016		D		80 ⁽²⁾	D	$ 29.68	56,945	D
Common Stock	02/11/2016		A		333 ⁽¹⁾	A	$ 0	57,278	D
Common Stock	02/11/2016		D		125 ⁽²⁾	D	$ 29.68	57,153	D
Common Stock	02/11/2016		A		2,666 ⁽¹⁾	A	$ 0	59,819	D
Common Stock	02/11/2016		D		1,001 ⁽²⁾	D	$ 29.68	58,818	D
Common Stock	02/11/2016		A		1,705 ⁽¹⁾	A	$ 0	60,523	D
Common Stock	02/11/2016		D		640 ⁽²⁾	D	$ 29.68	59,883	D
Common Stock	02/11/2016		A		1,805 ⁽¹⁾	A	$ 0	61,688	D
Common Stock	02/11/2016		D		678 ⁽²⁾	D	$ 29.68	61,010	D
Common Stock	02/11/2016		A		2,707 ⁽¹⁾	A	$ 0	63,717	D
Common Stock	02/11/2016		D		1,017 ⁽²⁾	D	$ 29.68	62,700	D
Common Stock	02/11/2016		A		5,413 ⁽³⁾	A	$ 0	68,113	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 16.51

09/01/2012

09/01/2022

Common Stock

75,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PIERCE EDWARD L ON ASSIGNMENT, INC. 26745 MALIBU HILLS ROAD CALABASAS, CA 91301			Exec VP, CFO

Signatures

By: James L. Brill, CAO For: Edward L. Pierce		02/16/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The acquired shares vested upon certification of a performance target on February 11, 2016, for a performance award previously granted to the executive officer.
(2)	Executive officer elected to satisfy tax withholding obligations upon vesting by having the issuer withhold a number of vested shares equal to that of the executive officer's tax liability.
(3)	On February 11, 2016 performance targets were achieved for an RSU grant that was previously made to the executive officer. 50% of these RSUs will vest on January 2, 2017 and the remaining will vest on January 2, 2018, subject to the executive officer's continued service to the Company.

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