INSPERITY, INC. — Director's Dealing 2016

Nov 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2016-11-21

Reporting Person: Feld Peter A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-21	Common Stock	S	30084	$73.0635	Disposed	726386	Indirect
2016-11-21	Common Stock	S	6735	$73.0635	Disposed	162614	Indirect
2016-11-21	Common Stock	S	3654	$73.0635	Disposed	88222	Indirect
2016-11-21	Common Stock	S	10036	$73.0635	Disposed	242332	Indirect
2016-11-21	Common Stock	S	14587	$73.3892	Disposed	711799	Indirect
2016-11-21	Common Stock	S	3265	$73.3892	Disposed	159349	Indirect
2016-11-21	Common Stock	S	1772	$73.3892	Disposed	86450	Indirect
2016-11-21	Common Stock	S	4867	$73.3892	Disposed	237465	Indirect
2016-11-22	Common Stock	S	44671	$73.3202	Disposed	667128	Indirect
2016-11-22	Common Stock	S	10001	$73.3202	Disposed	149348	Indirect
2016-11-22	Common Stock	S	5425	$73.3202	Disposed	81025	Indirect
2016-11-22	Common Stock	S	14903	$73.3202	Disposed	222562	Indirect
2016-11-23	Common Stock	S	22549	$73.2323	Disposed	644579	Indirect
2016-11-23	Common Stock	S	5048	$73.2323	Disposed	144300	Indirect
2016-11-23	Common Stock	S	2739	$73.2323	Disposed	78286	Indirect
2016-11-23	Common Stock	S	7522	$73.2323	Disposed	215040	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.