INSPERITY, INC. — Director's Dealing 2018

Mar 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2018-03-01

Reporting Person: SHARP DOUGLAS S (SVP Finance, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Common Stock	A	706	$65.30	Acquired	41764	Direct
2018-03-01	Common Stock	F	6809	$65.30	Disposed	34955	Direct

Footnotes

F1: This is the settlement date for shares of Insperity, Inc. ("Common Stock") that are being issued in connection with dividend rights earned following final certification of the three-year performance period awards granted in 2015 in accordance with the Insperity, Inc. Long-Term Incentive Program (the "LTIP") under the Insperity, Inc. 2012 Incentive Plan.

F2: The number of shares represents the cash value of dividend rights that were settled in shares of Common Stock based on the fair market value of the Common Stock on the trading day immediately preceding the settlement date.

F3: Payment of tax liability by withholding securities incident to the settlement of the three-year performance period awards that were granted in 2015 under the LTIP, following final certification of the achievement of the performance conditions by the Compensation Committee.