INSPERITY, INC. — Director's Dealing 2016

Jun 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2016-05-26

Reporting Person: Feld Peter A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-26	Common Stock	S	84489	$70.2932	Disposed	1265213	Indirect
2016-05-26	Common Stock	S	18914	$70.2932	Disposed	283243	Indirect
2016-05-26	Common Stock	S	10262	$70.2932	Disposed	153665	Indirect
2016-05-26	Common Stock	S	28187	$70.2932	Disposed	422090	Indirect
2016-05-26	Common Stock	S	29781	$70.0562	Disposed	1235432	Indirect
2016-05-26	Common Stock	S	6667	$70.0562	Disposed	276576	Indirect
2016-05-26	Common Stock	S	3617	$70.0562	Disposed	150048	Indirect
2016-05-26	Common Stock	S	9935	$70.0562	Disposed	412155	Indirect
2016-05-27	Common Stock	S	65236	$71.1957	Disposed	1170196	Indirect
2016-05-27	Common Stock	S	14605	$71.1957	Disposed	261971	Indirect
2016-05-27	Common Stock	S	7923	$71.1957	Disposed	142125	Indirect
2016-05-27	Common Stock	S	21763	$71.1957	Disposed	390392	Indirect
2016-05-31	Common Stock	S	92144	$71.6596	Disposed	1078052	Indirect
2016-05-31	Common Stock	S	20628	$71.6596	Disposed	241343	Indirect
2016-05-31	Common Stock	S	11191	$71.6596	Disposed	130934	Indirect
2016-05-31	Common Stock	S	30740	$71.6596	Disposed	359652	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2910	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.