Sec Form 4 Filing - McGowan Michael @ ON ASSIGNMENT INC - 2016-06-13

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

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1. Name and Address of Reporting Person McGowan Michael 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) COO, OAI; Pres, OGR (Last) (First) (Middle) ON ASSIGNMENT, INC., 26745 MALIBU HILLS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/13/2016 (Street) CALABASAS, CA91301 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 06/13/2016 M 30,999 A $ 12.9 207,083 D Common Stock 06/13/2016 F 16,537 D $ 37.3078 ( 1 ) 190,546 D Common Stock 06/14/2016 M 75,230 A $ 12.9 265,776 D Common Stock 06/14/2016 F 40,670 D $ 36.2353 ( 2 ) 225,106 D Common Stock 06/15/2016 S 8,000 D $ 37.0133 ( 3 ) 217,106 D Common Stock 60,504 I by Trust

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 Non-Qualified Stock Option (right to buy) $ 12.9 06/13/2016 M 30,999 01/31/2008( 4 ) 01/31/2017 Common Stock 30,999 $ 0 75,230 D Non-Qualified Stock Option (right to buy) $ 12.9 06/14/2016 M 75,230 01/31/2008( 4 ) 01/31/2017 Common Stock 75,230 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGowan Michael ON ASSIGNMENT, INC. 26745 MALIBU HILLS ROAD CALABASAS, CA91301 COO, OAI; Pres, OGR Signatures By: James L. Brill, CAO For: Michael J. McGowan 06/15/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Executive officer elected to satisfy exercise price and tax withholding obligations upon the exercise of his stock options by selling exercised shares on the open market equal to that of the executive officer's exercise price and tax liability.The $37.307750 share price is a weighted average of numerous open market trades made at prices ranging from $37.00 to $37.81. ( 2 )Executive officer elected to satisfy exercise price and tax withholding obligations upon the exercise of his stock options by selling exercised shares on the open market equal to that of the executive officer's exercise price and tax liability.The $36.23530 share price is a weighted average of numerous open market trades made at prices ranging from $36.00 to $36.72. ( 3 )The $37.01325 share price is a weighted average of open market trades made at prices ranging from $37.00 to $37.02. ( 4 )One- fourth of this option grant effective January 31, 2007 vested on January 31, 2008 and one forty-eighth of the grant vested thereafter on each monthly anniversary of the grant date until fully vested.

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).

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