Close

Form 4 KFORCE INC For: Mar 13 Filed by: Mitchell Kye L.

March 16, 2015 4:24 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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 *
Mitchell Kye L.

(Last) (First) (Middle)
1001 EAST PALM AVENUE

(Street)
TAMPA FL 33605

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KFORCE INC [ KFRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operations Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2015
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)
Code V Amount (A) or (D) Price
Common Stock 03/13/2015   J (1) V 441 (2) A $ 0 95,719 (3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The transaction is disclosing a dividend that is exempt from reporting under Rule 16a.
2. On February 6, 2015, the issuer declared a cash dividend of $0.11 per share of common stock, payable March 27, 2015 to all shareholders of record on March 13, 2015 (the "Dividend"). In accordance with the terms of the Restricted Stock Agreements dated January 2, 2013, January 2, 2014, August 25, 2014 and January 2, 2015, 58, 55, 173 and 155 additional shares of restricted stock were received by the reporting person in connection with the Dividend, respectively. The additional shares of restricted stock will vest as follows: 58 shares in even increments over 3 years beginning January 2, 2016, 55 shares in even increments over 4 years beginning January 2, 2016, 173 shares in even increments over 5 years beginning August 25, 2015 and 155 shares in even increments over 5 years beginning January 2, 2016.
3. Includes 90,863 shares of restricted stock.
Remarks:
EXHIBIT LIST: Exhibit 24 - Power of Attorney
Sara R. Nichols, Attorney-in-Fact for Kye L. Mitchell 03/16/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
KYE L. MITCHELL

POWER OF ATTORNEY

Know all by these presents, that the undersigned constitutes and appoints each of David M. Kelly, 
Robert Edmund, Sara R. Nichols and Jeffrey B. Hackman, as the undersigned's true and lawful attorney-in-
fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or
director of Kforce, Inc. (the "Company"), Forms 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the "Act") and the rules under the Act;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Forms 3, 4 or 5 and timely file such form with the United
States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned grants to such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever necessary, appropriate or convenient to be done in the exercise of any
of the rights and powers granted in this Power of Attorney, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation,
ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and
powers granted in this Power of Attorney. The undersigned acknowledges that the foregoing attorney- in-
fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required
to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact. The undersigned further revokes the prior power of attorney granted to 
Judy M. Genshino-Kelly.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be effective as of this
16th day of March, 2015.




/s/ Kye L. Mitchell 
Kye L. Mitchell


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings