INSPERITY, INC. — Director's Dealing 2018

May 25, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2018-05-18

Reporting Person: RAWSON RICHARD G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-18	Common Stock	D	5280	—	Disposed	152553	Direct
2018-05-18	Common Stock	D	7488	—	Disposed	145065	Direct
2018-05-23	Common Stock	A	1194	—	Acquired	146259	Direct
2018-05-23	Common Stock	S	10000	$89.51	Disposed	293850	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-18	Phantom Stock Performance Units (Stock Settled)	$	D	4082	Disposed		Common Stock (4082)	Direct
2018-05-18	Phantom Stock Performance Units (Stock Settled)	$	D	7100	Disposed		Common Stock (7100)	Direct
2018-05-18	Phantom Stock Performance Units (Stock Settled)	$	D	6400	Disposed		Common Stock (6400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	272116	Indirect
Common Stock	700	Indirect

Footnotes

F1: Forfeiture of time vested restricted stock upon retirement as President.

F2: Annual stock award pursuant to the Insperity, Inc. Directors Compensation Plan.

F3: Weighted average price. Actual prices ranged from $89.40 to $89.65.
Full information regarding the number of shares sold at each separate price will be provided upon request to the SEC's staff, Insperity, Inc. or its stockholders.

F4: 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.

F5: These three-year performance awards were granted in 2016. The 2016 performance requirement for these awards were certified by the Compensation Committee on February 15, 2017. These performance awards also have a time-based service requirement that was not satisfied upon retirement as President, therefore the awards were forfeited.

F6: 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.

F7: These three-year performance awards were granted in 2016. The 2017 performance requirement for these awards were certified by the Compensation Committee on February 21, 2018. These performance awards also have a time-based service requirement that was not satisfied upon retirement as President, therefore the awards were forfeited.

F8: These three-year performance awards were granted in 2017. The 2017 performance requirement for these awards were certified by the Compensation Committee on February 21, 2018. These performance awards also have a time-based service requirement that was not satisfied upon retirement as President, therefore the awards were forfeited.