Sec Form 4 Filing - BLAZER RANDOLPH C @ ASGN Inc - 2019-02-14

Insider filing report for Changes in Beneficial Ownership
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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
BLAZER RANDOLPH C
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)
President, Apex Systems
(Last) (First) (Middle)
ASGN INCORPORATED, 26745 MALIBU HILLS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2019
(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 02/14/2019 A 3,428 ( 1 ) A $ 0 45,794 D
Common Stock 02/14/2019 F 1,091 ( 2 ) D $ 64.79 44,703 D
Common Stock 02/14/2019 A 3,586 ( 1 ) A $ 0 48,289 D
Common Stock 02/14/2019 F 1,142 ( 2 ) D $ 64.79 47,147 D
Common Stock 02/14/2019 A 2,841 ( 1 ) A $ 0 49,988 D
Common Stock 02/14/2019 F 904 ( 2 ) D $ 64.79 49,084 D
Common Stock 02/14/2019 A 12,783 ( 3 ) A $ 0 61,867 D
Common Stock 02/14/2019 F 1,357 ( 2 ) D $ 64.79 60,510 D
Common Stock 02/14/2019 A 49,560 ( 4 ) A $ 0 110,070 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLAZER RANDOLPH C
ASGN INCORPORATED
26745 MALIBU HILLS ROAD
CALABASAS, CA91301
President, Apex Systems
Signatures
By: /s/ Jennifer Painter, CLO For: Randolph C. Blazer 02/15/2019
Signature of Reporting Person Date
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 tax withholding obligations upon vesting of restricted stock units ("RSUs") by having the issuer withhold a number of vested shares equal to that of the executive 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.

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* 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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