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^*

GAVIN JOHN J

(Last)

(First)

(Middle)

1818 MARKET STREET

33RD FLOOR

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RIGHT MANAGEMENT CONSULTANTS INC [ RHT ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2004

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)
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	01/22/2004		U		63,755	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non Qualified Stock Options	⁽¹⁾	01/23/2004		U			28,125	⁽²⁾	12/31/2008	Common Stock	28,125	⁽²⁾	0	D
Non Qualified Stock Options	⁽¹⁾	01/23/2004		U			11,250	⁽²⁾	01/10/2009	Common Stock	11,250	⁽²⁾	0	D
Non Qualified Stock Options	⁽¹⁾	01/23/2004		U			56,250	⁽²⁾	12/14/2009	Common Stock	56,250	⁽²⁾	0	D
Non Qualified Stock Options	⁽¹⁾	01/23/2004		U			337,500	⁽²⁾	07/30/2010	Common Stock	337,500	⁽²⁾	0	D
Non Qualified Stock Options	⁽¹⁾	01/23/2004		U			28,125	⁽²⁾	07/25/2011	Common Stock	28,125	⁽²⁾	0	D
Non Qualified Stock Options	⁽¹⁾	01/23/2004		U			28,125	⁽²⁾	10/07/2011	Common Stock	28,125	⁽²⁾	0	D
Non Qualified Stock Options	⁽¹⁾	01/23/2004		U			37,502	⁽²⁾	10/23/2011	Common Stock	37,502	⁽²⁾	0	D
Non Qualified Stock Options	⁽¹⁾	01/23/2004		U			18,750	⁽²⁾	07/24/2012	Common Stock	18,750	⁽²⁾	0	D
Non Qualified Stock Options	⁽¹⁾	01/23/2004		U			18,750	⁽²⁾	10/22/2012	Common Stock	18,750	⁽²⁾	0	D

Explanation of Responses:

1. Stock of the issuer tendered pursuant to an offer (the "Offer") from Hoosier Acquisition Corp. ("Hoosier"), a wholly-owned subsidiary of Manpower Inc. ("Manpower"), to exchange each share of common stock for 0.3874 of a share of Manpower common stock (the "Exchange Rate").

2. As of the effective time of the merger of the issuer and Hoosier subsequent to the consummation of the Offer, each option (a "Company Option") which fully vested (to the extent not already vested) upon the consummation of the Offer, was assumed by Manpower in the merger and converted to a fully vested and immediately exercisable option to acquire a number of shares of Manpower common stock equal to the product of the Exchange Rate and the number of shares subject to such Company Option (with any fractional shares rounded to the nearest whole share). The exercise price per share of Manpower common stock is equal to the aggregate exercise price for the shares of issuer common stock subject to such Company Option, divided by the number of shares of Manpower common stock subject to such assumed Company Option.

Remarks:

	Charles J. Mallon, Attorney in Fact for John J. Gavin	01/23/2004
	** 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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