SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Williams Vanessa Peterson

(Last)

(First)

(Middle)

999 WEST BIG BEAVER ROAD

(Street)

TROY

48084-4716

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KELLY SERVICES INC [ KELYA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Gen Counsel & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, Par Value $1	02/13/2024		A		2,080⁽¹⁾	A	$0⁽²⁾	44,743	D
Class A Common Stock, Par Value $1	02/13/2024		A		2,377⁽³⁾	A	$0⁽²⁾	47,120	D
Class A Common Stock, Par Value $1	02/13/2024		A		2,582⁽⁴⁾	A	$0⁽²⁾	49,702	D
Class A Common Stock, Par Value $1	02/13/2024		A		11,413⁽⁵⁾	A	$20.81	61,115	D
Class A Common Stock, Par Value $1	02/13/2024		F		279	D	$20.81	60,836	D
Class A Common Stock, Par Value $1	02/13/2024		F		698	D	$20.81	60,138	D
Class A Common Stock, Par Value $1	02/13/2024		F		172	D	$20.81	59,966	D
Class A Common Stock, Par Value $1	02/13/2024		F		187	D	$20.81	59,779	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock units granted following satisfaction of specified performance criteria for 2021 and certification as earned by the Compensation and Talent Management Committee on February 13, 2024.

2. Each restricted stock unit represents a contingent right to receive one share of Kelly Services Class A common stock.

3. Restricted stock units granted following satisfaction of specified performance criteria for 2022 and certification as earned by the Compensation and Talent Management Committee. Shares vest 100% on the 3rd-anniversary date of the grant.

4. Restricted stock units granted following satisfaction of specified performance criteria for 2023 and certification as earned by the Compensation and Talent Management Committee. Shares vest 100% on the 3rd-anniversary date of the grant.

5. Restricted stock award granted under the Kelly Services Equity Incentive Plan. Shares vest ratably over three (3) years on the anniversary date of the grant.

	/s/ Cynthia D. Mull, attorney-in-fact for Ms. Williams	02/15/2024
	** 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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