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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

OMB APPROVAL

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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^*

von Maltzan Marco

(Last)

(First)

(Middle)

17101 ARMSTRONG AVENUE

(Street)

IRVINE

92614

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RESOURCES CONNECTION, INC. [ RGP ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2022

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)

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)
Phantom Stock	$0.0	01/03/2022		A		5,534		⁽¹⁾	⁽¹⁾	Common Stock	5,534	$0.0	29,665	D

Explanation of Responses:

1. 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.

	By: /s/ Lauren Elkerson For: Marco von Maltzan	01/05/2022
	** 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.

POWER OF ATTORNEY
SECTION 16 REPORTS

I hereby make, constitute and appoint each of Kate Duchene,
Lauren Elkerson and Jennifer Ryu and each person who at the
time of acting pursuant to this Power of Attorney is an
authorized representative of Resources Connection, Inc.
(the "Company"), each acting singly, my true and lawful
attorney-in-fact to:
(1)prepare, sign, acknowledge, deliver and file for me and
 on my behalf, Forms 3, 4 and 5 and any amendments thereof
 in accordance with Section 16(a) of the Securities Exchange
 Act of 1934, as amended (the "1934 Act") and the rules of
 the Securities and Exchange Commission ("SEC"), with respect
 to securities or contracts of (or with respect to) the Company,
 and Form ID or other information to secure an access and any
 other code and/or CIK number to permit my filing via EDGAR;
(2)do and perform any and all acts for me and on my behalf
 which may be necessary or desirable to complete any such
 Form 3, 4 or 5 and file in any authorized manner such form
 and this power of attorney with the SEC and any stock
 exchange or similar authority;
(3)seek or obtain, as my representative and on my behalf,
 information concerning transactions in or with respect to the
 Company's securities from any third party, including brokers,
 employee benefit plan administrators and trustees, knowing
 that I hereby authorize any such person to release any such
 information to the attorney-in fact and approve any such
 release of information; and
(4)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 me, in my best interest, or legally required
 of me, it being understood that the documents executed by such
 attorney-in-fact on my behalf 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.
 I hereby grant to each such attorney-in-fact full power and
 authority to do and perform any and every act and thing
 whatsoever requisite, necessary or proper to be done in the
 exercise of any of the rights and powers herein granted, as
 fully to all intents and purposes as I might or could do if
 personally present, with full power of substitution or
 revocation, hereby 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 herein granted.
  This Power of Attorney authorizes, but does not require, each
 such attorney-in-fact to act in his or her discretion on
 information provided to such attorney-in-fact without independent
 verification of such information.  I further acknowledge that
 the foregoing attorneys-in-fact, in serving in such capacity
 at my request, are not assuming, nor is the Company assuming,
 any of my responsibilities to comply with Section 16 of the
 1934 Act or any liability I may have with respect to transactions
 reported or reportable thereunder.
 This Power of Attorney shall remain in full force and effect
 until I am no longer required to file Section 16 reports with
 respect to my holdings of and transactions in or involving
 securities issued by the Company, or earlier if I revoke it in a
 signed writing delivered to each of the foregoing attorneys-in-fact.
Date: April 26, 2021______________         ________
		Marco von Maltzan