INSPERITY, INC. — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Feld Peter A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-11	Common Stock	S	36392	$72.4146	Disposed	854686	Indirect
2016-11-11	Common Stock	S	8147	$72.4146	Disposed	191338	Indirect
2016-11-11	Common Stock	S	4420	$72.4146	Disposed	103805	Indirect
2016-11-11	Common Stock	S	12141	$72.4146	Disposed	285134	Indirect
2016-11-14	Common Stock	S	5956	$71.7658	Disposed	848730	Indirect
2016-11-14	Common Stock	S	1334	$71.7658	Disposed	190004	Indirect
2016-11-14	Common Stock	S	723	$71.7658	Disposed	103082	Indirect
2016-11-14	Common Stock	S	1987	$71.7658	Disposed	283147	Indirect
2016-11-14	Common Stock	S	53605	$71.5007	Disposed	795125	Indirect
2016-11-14	Common Stock	S	12001	$71.5007	Disposed	178003	Indirect
2016-11-14	Common Stock	S	6511	$71.5007	Disposed	96571	Indirect
2016-11-14	Common Stock	S	17883	$71.5007	Disposed	265264	Indirect
2016-11-15	Common Stock	S	38655	$71.2216	Disposed	756470	Indirect
2016-11-15	Common Stock	S	8654	$71.2216	Disposed	169349	Indirect
2016-11-15	Common Stock	S	4695	$71.2216	Disposed	91876	Indirect
2016-11-15	Common Stock	S	12896	$71.2216	Disposed	252368	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.