INSPERITY, INC. — Director's Dealing 2016

Dec 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2016-11-28

Reporting Person: Feld Peter A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-28	Common Stock	S	19182	$73.0796	Disposed	625397	Indirect
2016-11-28	Common Stock	S	4294	$73.0796	Disposed	140006	Indirect
2016-11-28	Common Stock	S	2330	$73.0796	Disposed	75956	Indirect
2016-11-28	Common Stock	S	6399	$73.0796	Disposed	208641	Indirect
2016-11-29	Common Stock	S	14890	$72.7425	Disposed	610507	Indirect
2016-11-29	Common Stock	S	3333	$72.7425	Disposed	136673	Indirect
2016-11-29	Common Stock	S	1809	$72.7425	Disposed	74147	Indirect
2016-11-29	Common Stock	S	4968	$72.7425	Disposed	203673	Indirect
2016-11-30	Common Stock	S	6254	$72.5521	Disposed	604253	Indirect
2016-11-30	Common Stock	S	1400	$72.5521	Disposed	135273	Indirect
2016-11-30	Common Stock	S	759	$72.5521	Disposed	73388	Indirect
2016-11-30	Common Stock	S	2087	$72.5521	Disposed	201586	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.