KFORCE INC — Director's Dealing 2020

Mar 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KFORCE INC (KFRC)
CIK: 0000930420
Period of Report: 2020-03-06

Reporting Person: STRUZZIERO RALPH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-06	Common Stock	J	17	—	Acquired	25331	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-06	Restricted Stock Units	$	J	87	Acquired		Common Stock (87.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1987	Indirect

Footnotes

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

F2: On January 31, 2020, the issuer declared a cash dividend of $0.20 per share of common stock, payable March 20, 2020 to all shareholders of record on March 6, 2020 (the "Dividend"). The 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 agreement(s).

F3: Includes 2,760 shares of restricted stock.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

F5: The Restricted Stock Units ("RSUs") were granted under the stock incentive plan approved at the time and 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.

F6: RSUs vest one year from the date of the 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.