Sec Form 4 Filing - Dunwoody Ann E. @ KFORCE INC - 2021-03-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dunwoody Ann E. 2. Issuer Name and Ticker or Trading Symbol KFORCE INC [ KFRC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1001 EAST PALM AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2021 (Street) TAMPA, FL33605 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/15/2021 M 2,818 ( 1 ) A $ 0 11,414 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 2 ) 03/15/2021 M 2,818 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 2,818 $ 0 3,655 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dunwoody Ann E. 1001 EAST PALM AVENUE TAMPA, FL33605 X Signatures Susan A. Gager, Attorney-in-Fact for Ann E. Dunwoody 03/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were issued and distributed to the Reporting Person on March 15, 2021 due to the settlement of previously issued Restricted Stock Units ("RSUs"). ( 2 )The RSUs were granted under the Company's 2019 Stock Incentive 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. ( 3 )Includes 2,702 RSUs granted on 4/26/2019, which vested on 4/26/2020 as well as additional units received as dividend equivalent rights. Once vested, RSUs are subject to deferral as elected by the Reporting Person under the Kforce Inc. Director's Restricted Stock Unit Deferral Plan

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).

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