INSPERITY, INC. — Director's Dealing 2019

Feb 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2019-02-21

Reporting Person: ARIZPE ARTHUR A (EVP of Client Services and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-21	Common Stock	A	854	—	Acquired	63120	Direct
2019-02-21	Common Stock	F	16744	$128.03	Disposed	46376	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	109808	Indirect

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 2016 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 described above 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 vesting of a restricted stock award and the settlement of the three-year performance period awards that were granted under the LTIP, following the recent final certification of the achievement of the performance conditions by the Compensation Committee.

F4: These shares are owned directly by Arizpe Investment Limited Partnership, which is controlled by Arizpe Management. Mr. Arizpe, by virtue of his position as Manager of Arizpe Management, may be deemed to beneficially own these shares.