KFORCE INC — Director's Dealing 2016

Dec 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KFORCE INC (KFRC)
CIK: 0000930420
Period of Report: 2016-12-12

Reporting Person: ROSEN ELAINE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-12	Common Stock	S	7600	$23.684	Disposed	23886	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Restricted Stock Units	$	J	27	Acquired		Common Stock (27.0)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $23.40 to $23.90. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

F2: The Restricted Stock Units ("RSUs") were granted under the Company's 2016 Stock Incentive Plan ("Plan") in consideration of the reporting person's service as a director. Each RSU represents a contingent right to receive one share of Kforce Inc. common stock.

F3: The transaction is disclosing a dividend that is exempt from reporting under Rule 16a.

F4: As previously reported, on April 29, 2016 the reporting person was granted 5,260 RSUs, which vest one year from the date of grant subject to the reporting person's continued service with Kforce Inc. as of the vesting date. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Kforce Inc. common stock. The 27 dividend equivalent rights being reported were credited to the reporting person's account on December 9, 2016.