Jennifer Hankes Painter Form 4 ASGN / Jennifer Hankes Painter ownership change

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^*

Painter Jennifer Hankes

(Last) (First) (Middle)

ASGN INCORPORATED

26745 MALIBU HILLS ROAD

(Street)

CALABASAS CA 91301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASGN Inc [ ASGN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2019

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	02/14/2019		A		779(1)	A	$0	15,764	D
Common Stock	02/14/2019		F		269(2)	D	$64.79	15,495	D
Common Stock	02/14/2019		A		971(1)	A	$0	16,466	D
Common Stock	02/14/2019		F		335(2)	D	$64.79	16,131	D
Common Stock	02/14/2019		A		758(1)	A	$0	16,889	D
Common Stock	02/14/2019		F		262(2)	D	$64.79	16,627	D
Common Stock	02/14/2019		A		3,408(3)	A	$0	20,035	D
Common Stock	02/14/2019		A		391(2)	D	$64.79	19,644	D
Common Stock	02/14/2019		A		8,447(4)	A	$0	28,091	D

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

Explanation of Responses:

1. The acquired shares vested upon certification of performance targets on February 14, 2019, for performance awards previously granted to the executive officer.

2. The executive officer elected to satisfy her tax withholding obligations upon vesting of restricted stock units ("RSUs") by having the issuer withhold a number of vestedshares equal to that of the officer's tax liability.

3. Performance was certified for this RSU grant on February 14, 2019, and 1/3 of the shares were released. 50% of the remaining RSUs will vest on January 2, 2020 and the remaining will vest on January 2, 2021 subject to the officer's continued service to the Company.

4. In October 2015, the executive officer received an RSU award that had a three-year performance target that was certified on February 14, 2019. These RSUs will vest 50% each in October 2019 and 2020.

Remarks:

	By: Jennifer Hankes Painter	02/15/2019
	** 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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