KFORCE INC — Director's Dealing 2017

Mar 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KFORCE INC (KFRC)
CIK: 0000930420
Period of Report: 2017-03-10

Reporting Person: Mitchell Kye L. (Chief Operations Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-10	Common Stock	J	540	—	Acquired	125460	Direct
2017-03-14	Common Stock	S	2550	$23.873	Disposed	122910	Direct

Footnotes

F1: The transaction is disclosing a dividend that is exempt from reporting under Rule 16a.

F2: On February 3, 2017, the issuer declared a cash dividend of $0.12 per share of common stock, payable March 24, 2017 to all shareholders of record on March 10, 2017 (the "Dividend"). The 540 additional shares of restricted stock were received by the reporting person in connection with the Dividend and will vest in accordance with the terms of the reporting person's outstanding restricted stock award agreement(s).

F3: Includes 111,522 shares of restricted stock.

F4: This transaction was executed in multiple trades at prices ranging from $23.85 to $23.986. 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.