INSPERITY, INC. — Director's Dealing 2016

Dec 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2016-12-05

Reporting Person: Feld Peter A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-05	Common Stock	S	18881	$72.6101	Disposed	585372	Indirect
2016-12-05	Common Stock	S	4227	$72.6101	Disposed	131046	Indirect
2016-12-05	Common Stock	S	2293	$72.6101	Disposed	71095	Indirect
2016-12-05	Common Stock	S	6299	$72.6101	Disposed	195287	Indirect
2016-12-06	Common Stock	S	4646	$72.1897	Disposed	580726	Indirect
2016-12-06	Common Stock	S	1040	$72.1897	Disposed	130006	Indirect
2016-12-06	Common Stock	S	564	$72.1897	Disposed	70531	Indirect
2016-12-06	Common Stock	S	1550	$72.1897	Disposed	193737	Indirect
2016-12-07	Common Stock	S	29781	$72.4781	Disposed	550945	Indirect
2016-12-07	Common Stock	S	6667	$72.4781	Disposed	123339	Indirect
2016-12-07	Common Stock	S	3617	$72.4781	Disposed	66914	Indirect
2016-12-07	Common Stock	S	9935	$72.4781	Disposed	183802	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4591	Direct

Footnotes

F1: Shares of common stock directly held by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard V&O Fund for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: Shares of common stock directly held by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: Shares of common stock directly held by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: Shares of common stock held in an account managed by Starboard Value LP (the "Managed Account"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Account for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.