KFORCE INC — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KFORCE INC (KFRC)
CIK: 0000930420
Period of Report: 2016-12-31

Reporting Person: DUNKEL DAVID L (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock	A	72294	—	Acquired	214507	Direct
2017-01-02	Common Stock	F	6649	$23.10	Disposed	207858	Direct
2017-01-02	Common Stock	J	9240	—	Disposed	198618	Direct
2017-01-02	Common Stock	J	9240	—	Acquired	1010084	Indirect

Footnotes

F1: Represents 72,294 shares of restricted stock that will vest at a rate of 20% annually beginning on December 31, 2017.

F2: Includes 214,507 shares of restricted stock.

F3: Shares were withheld by the issuer solely to cover the minimum income tax withholding requirements associated with the vesting of 15,889 shares of restricted stock.

F4: The vesting date of the restricted stock was Monday, January 2, 2017. The closing price of the issuer's common stock was $23.10 per share on Friday, December 30, 2016, which was the last trading day prior to the vesting of the restricted stock.

F5: Includes 198,618 shares of restricted stock.

F6: The transaction is disclosing a change in the form of beneficial ownership from direct to indirect that is exempt from reporting under Rule 16a-13.

F7: Shares are held by the David L. Dunkel Amended and Restated Revocable Living Trust, dated 10/3/2003.