SEC Form 4
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
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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*
DUNKEL DAVID 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/09/2006
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 05/05/2006 M 97,630(1) A $2.85 195,796(2)(7) D
Common Stock 05/05/2006 F(3) 10,873 D $15.9 184,923(2)(7) D
Common Stock 05/05/2006 F(3) 6,513 D $16.026 178,410(2)(7) D
Common Stock 05/05/2006 F(3) 44 D $16.18 178,366(2)(7) D
Common Stock 05/08/2006 M 48,695(4) A $2.85 146,861(2)(7) D
Common Stock 05/08/2006 F(3) 8,695 D $16.18 184,923(2)(7) D
Common Stock 05/08/2006 J(5) V 40,000(6) D $0 98,166(2)(7) D
Common Stock 05/08/2006 J(5) V 40,000(6) A $0 179,233(2)(7) I Revocable Trust(10)
Common Stock 05/09/2006 M(8) 8,587 A $2.85 106,753(2)(7) D
Common Stock 05/09/2006 M 55,393(9) A $3.4925 211,380(2)(7) D
Common Stock 05/09/2006 F(3) 10,981 D $15.72 98,166(2)(7) 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
Options (right to buy) $2.85 05/05/2006 M 97,630(1) (11) 01/31/2013 Common Stock 97,630(1) $0 57,282 D
Options (right to buy) $2.85 05/08/2006 M 48,695(4) (11) 01/31/2013 Common Stock 48,695(4) $0 8,587 D
Options (right to buy) $2.85 05/09/2006 M(8) 8,587 (11) 01/31/2013 Common Stock 8,587 $0 0 D
Options (right to buy) $3.4925 05/09/2006 M 53,393(9) (12) 01/26/2011 Common Stock 53,393 $0 201,973 D
Explanation of Responses:
1. The number of shares reported for May 5, 2006 on the original Form 4 acquired by option exercises was 80,200. The additional 17,430 shares represents tax withholding that was reported on the original Form 4 with an incorrect date of May 8, 2006.
2. Shares include 98,166 shares of restricted stock that will vest on December 21, 2006.
3. These shares represent required tax withholdings not reported on the original Form 4.
4. The number of shares reported on the original Form 4 as acquired upon option exercises was 74,712. The difference has been correctly reported herein as taking place on May 5, 2006 and May 9, 2006.
5. The transactions are disclosing a change in the form of beneficial ownership that is exempt from reporting under Rule 16a-13. The underlying beneficial ownership of the securities has not changed.
6. The amount reported on the original Form 4 was 332,078. In addition, 102,233 of these shares were actually transferred on May 9, 2006. This amount was overstated by 189,845 shares.
7. The amount of securities reflects the amendments herein and the amounts reported on the original Form 4.
8. This exercise of options was included on the original Form 4, under an incorrect reporting date.
9. On the original Form 4, this transaction was reported as occurring on 5/8/2006 but actually took place on 5/9/2006. The number of shares acquired upon option exercise was reported as 257,366. This amount was overstated on the original Form 4 by 201,973 shares.
10. Shares are held by the David L. Dunkel Amended and Restated Revocable Living Trust, dated 10/3/2003.
11. The options vested as follows: 1/3 on 1/31/2004 and 2/3 on 9/9/2004.
12. The options vested as follows: 1/3 on 1/26/2002; 1/3 on 1/26/2003; and 1/3 on 1/26/2004.
Michael R. Hurley, Attorney-in-Fact for David L. Dunkel 05/11/2006
** 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).
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