INSPERITY, INC. — Director's Dealing 2012

Dec 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2012-12-26

Reporting Person: ARIZPE ARTHUR A (EVP of Client Services & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common Stock	M	10000	$9.03	Acquired	139780.911	Direct
2012-12-26	Common Stock	S	10000	$31.9613	Disposed	129780.911	Direct
2012-12-26	Common Stock	S	4474	$32.1695	Disposed	125306.911	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-26	Employee Stock Option	$9.03	M	10000	Acquired	2013-10-01	Common Stock (10000)	Direct

Footnotes

F1: The activity reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan implemented by the reporting person during an open window period.

F2: Weighted average price. Actual prices ranged from $31.84 to $32.12.

F3: Full information regarding the number of shares sold at each separate price will be provided upon request to the SEC's staff, Insperity, Inc. or its stockholders.

F4: Weighted average price. Actual prices ranged from $32.11 to $32.33.

F5: The options were scheduled to become exercisable in three equal annual installments beginning on October 1, 2004. However, on Feb. 18, 2005, the Insperity board of directors accelerated the vesting of all unvested outstanding options.