INSPERITY, INC. — Director's Dealing 2016

Apr 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2016-02-29

Reporting Person: RAWSON RICHARD G (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-29	Common Stock	A	7920	—	Acquired	148439	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	Phantom Stock Performance Units (stock settled)	$	A	5497	Acquired		Common Stock (5497)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	283676	Indirect
Common Stock	249512	Indirect
Common Stock	350	Indirect

Footnotes

F1: Restricted stock award pursuant to the Insperity, Inc. 2012 Incentive Plan.

F2: Each phantom stock performance unit represents a contingent right to receive one share of Insperity, Inc. common stock ("Common Stock") pursuant to the terms of the Insperity, Inc. Long-Term Incentive Program (the "LTIP") under the Insperity, Inc. 2012 Incentive Plan based on a three-year performance period award cycle.

F3: These three-year performance period awards were granted in 2015. The Compensation Committee certified the achievement of the performance conditions related to 2015 performance on this date.

F4: The number of shares do not include the cash value of dividend rights that will be settled in shares of Common Stock based on the fair market value of the Common Stock on the trading day immediately preceding the date of vesting following the end of the three-year award cycle in accordance with the LTIP.

F5: The phantom stock performance units vest at the end of the three-year award cycle period following certification in accordance with the LTIP of the achievement of all performance goals for the performance periods applicable to such award.