RGP · Resources Connection, Inc. · Insider Trading

Represents shares withheld by the Issuer in accordance with the terms of the award to satisfy tax withholding obligations in connection with the payout of vested restricted stock units previously granted to the reporting person (such restricted stock units previously reported in Table I of Form 3). Also represents an adjustment of .1964 shares to adjust for fractional shares that were disregarded upon vesting of the restricted stock unit award.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Includes 1,922 shares purchased through the Resources Connection, Inc. Employee Stock Purchase Plan.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent phantom shares accrued on previously awarded phantom shares in accordance with the terms of the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. These shares of phantom stock will become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent phantom shares accrued on previously awarded phantom shares in accordance with the terms of the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. These shares of phantom stock will become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Represents shares withheld by the Issuer in accordance with the terms of the award to satisfy tax withholding obligations in connection with the payout of vested restricted stock units previously granted to the reporting person (such restricted stock units previously reported in Table I of Form 3). Also represents an adjustment of .7089 shares to adjust for fractional shares that were disregarded upon vesting of the restricted stock unit award.

Includes 3,000 shares purchased through the Resources Connection, Inc. Employee Stock Purchase Plan.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent phantom shares accrued on previously awarded phantom shares in accordance with the terms of the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. These shares of phantom stock will become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent phantom shares accrued on previously awarded phantom shares in accordance with the terms of the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. These shares of phantom stock will become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents shares withheld by the Issuer in accordance with the terms of the award to satisfy tax withholding obligations in connection with the payout of vested restricted stock units previously granted to the reporting person (such restricted stock units previously reported in Table I of Form 4). Also represents an adjustment of .0387 shares to adjust for fractional shares that were disregarded upon vesting of the restricted stock unit award.

Shares directly held by A. Robert Pisano transferred to Pisano Living Trust

Shares directly held by A. Robert Pisano transferred to Pisano Living Trust

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent phantom shares accrued on previously awarded phantom shares in accordance with the terms of the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. These shares of phantom stock will become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent phantom shares accrued on previously awarded phantom shares in accordance with the terms of the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. These shares of phantom stock will become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Shares directly held by Lisa M. Pierozzi transferred to Apsley Belgrave Trust

Shares directly held by Lisa M. Pierozzi transferred to Apsley Belgrave Trust

Shares directly held by Roger Carlile transferred to the Roger Carlile Living Trust and the Rita Carlile Living Trust, as tenants in common.

Shares directly held by Roger Carlile transferred to the Roger Carlile Living Trust and the Rita Carlile Living Trust, as tenants in common.

RSUs vest one-third on each of the first, second and third anniversaries of the grant date.

RSUs vest one-third on each of the first, second and third anniversaries of the grant date.

RSUs vest one-third on each of the first, second and third anniversaries of the grant date.

Non Employee Director Restricted Stock Award

Award vests 25% after the one year anniversary of the grant date and 25% each year thereafter for the next three years on the anniversary of the grant date.

Non Employee Director Restricted Stock Award

Award vests 25% after the one year anniversary of the grant date and 25% each year thereafter for the next three years on the anniversary of the grant date.

Non Employee Director Restricted Stock Award

Award vests 25% after the one year anniversary of the grant date and 25% each year thereafter for the next three years on the anniversary of the grant date.

Award vests 25% after one year and 25% each year thereafter for the next three years. Represents credit of deferred compensation to reporting person's deferred stock account under the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock to the extent then-vested become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Non Employee Director Restricted Stock Award

Award vests 25% after the one year anniversary of the grant date and 25% each year thereafter for the next three years on the anniversary of the grant date.

Award vests 25% after one year and 25% each year thereafter for the next three years. Represents credit of deferred compensation to reporting person's deferred stock account under the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock to the extent then-vested become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Non Employee Director Restricted Stock Award

Award vests 25% after the one year anniversary of the grant date and 25% each year thereafter for the next three years on the anniversary of the grant date.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

Represents dividend equivalent phantom shares accrued on previously awarded phantom shares in accordance with the terms of the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. These shares of phantom stock will become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Represents dividend equivalent phantom shares accrued on previously awarded phantom shares in accordance with the terms of the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. These shares of phantom stock will become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Represents dividend equivalent rights accrued on previously awarded restricted stock units which vest proportionately with the units to which they relate.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.50 to $4.57, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.

Represents shares of the Issuer's common stock held directly by CG Core Value Fund, L.P. (the "Fund"). In addition to the Fund, this Form 4 is being filed jointly by Circumference Core Value GP LLC ("GP LLC"), the general partner of the Fund, Circumference Group LLC ("Group LLC"), which provides investment advisory services to the Fund, and Circumference Group Holdings LLC ("Holdings LLC"), the managing member of Group LLC and the sole owner of the GP, each of which may, as a result of these relationships, be deemed to have a pecuniary interest in securities reported on this Form 3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported hereon, except to the extent of its pecuniary interest therein.

Represents shares withheld by the Issuer in accordance with the terms of the award to satisfy tax withholding obligations in connection with the payout of vested restricted stock units previously granted to the reporting person (such restricted stock units previously reported in Table I of Form 4). Also represents an adjustment of .1797 shares to adjust for fractional shares that were disregarded upon vesting of the restricted stock unit award.

The reported price in Column 4 is a weighted average purchase price per share. These shares were purchased in multiple transactions at prices ranging from $4.50 to $4.57 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The Reporting Person is the owner of Circumference Group Holdings LLC ("Holdings"). Holdings is the managing member of Circumference Group LLC ("Group LLC") and the sole owner of Circumference Core Value GP LLC ("GP LLC"). GP LLC is the general partner of CG Core Value Fund LP (the "Fund"), and Group LLC provides investment advisory services to the Fund. The securities reported in this line of Table I are owned by the Fund and are listed herein to report the Reporting Person's pecuniary interest in such securities owned by the Fund. The Reporting Person disclaims beneficial ownership of the securities reported hereon, except to the extent of his pecuniary interest therein.

Represents shares withheld by the Issuer in accordance with the terms of the award to satisfy tax withholding obligations in connection with the payout of vested restricted stock units previously granted to the reporting person (such restricted stock units previously reported in Table I of Form 4). Also represents an adjustment of .1797 shares to adjust for fractional shares that were disregarded upon vesting of the restricted stock unit award.

The reported price in Column 4 is a weighted average purchase price per share. These shares were purchased in multiple transactions at prices ranging from $4.42 to $4.58 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The Reporting Person is the owner of Circumference Group Holdings LLC ("Holdings"). Holdings is the managing member of Circumference Group LLC ("Group LLC") and the sole owner of Circumference Core Value GP LLC ("GP LLC"). GP LLC is the general partner of CG Core Value Fund LP (the "Fund"), and Group LLC provides investment advisory services to the Fund. The securities reported in this line of Table I are owned by the Fund and are listed herein to report the Reporting Person's pecuniary interest in such securities owned by the Fund. The Reporting Person disclaims beneficial ownership of the securities reported hereon, except to the extent of his pecuniary interest therein.