INSPERITY, INC. — Director's Dealing 2019

Feb 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2019-02-12

Reporting Person: ALLISON JAMES D (SVP of Gross Profit Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Common Stock	M	21986	—	Acquired	48073	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	Phantom Stock Performance Units (Stock Settled)	$	A	5263	Acquired		Common Stock (5263)	Direct
2019-02-12	Phantom Stock Performance Units (Stock Settled)	$	A	10528	Acquired		Common Stock (10528)	Direct
2019-02-12	Phantom Stock Performance Units (Stock Settled)	$	A	2536	Acquired		Common Stock (2536)	Direct
2019-02-12	Phantom Stock Performance Units (Stock Settled)	$	A	2756	Acquired		Common Stock (2756)	Direct
2019-02-12	Phantom Stock Performance Units (Stock Settled)	$	M	21986	Disposed		Common Stock (21986)	Direct

Footnotes

F1: These shares of Insperity, Inc. common stock ("Common Stock") will be settled following the certification by the Compensation Committee on this date of the achievement of the final performance conditions for these three-year performance period awards granted in 2016.

F2: The number of shares does not include additional shares related to the cash value of dividend rights in the amount of $2.75 per share to be settled in shares of Common Stock based on the fair market value of the Common Stock on the trading day immediately proceeding the final settlement date in accordance with the Insperity, Inc. Long-Term Incentive Program (the "LTIP") under the Insperity, Inc. 2012 Incentive Plan, which will be reported in a separate filing.

F3: Each phantom stock performance unit represents a contingent right to receive one share of Common Stock pursuant to the terms of the LTIP under the Insperity, Inc. 2012 Incentive Plan based on a three-year performance period award cycle.

F4: These three-year performance period awards were granted in 2016. The Compensation Committee certified the achievement of the performance conditions related to 2018 performance on this date. No further performance periods remain for this grant.

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.

F6: The number of shares does not include the value of dividend rights that will be settled in shares of Common Stock. The value of these dividend rights will be based on the fair market value of the Common Stock on the trading day immediately preceding the final settlement date following the certification of the final performance conditions after the end of the three-year award cycle in accordance with the LTIP.

F7: These three-year performance period awards were granted in 2016. The Compensation Committee certified the achievement of the relative total shareholder return performance of Insperity's Common Stock against the performance of Insperity's 2016 compensation peer group of companies. No further performance periods remain for this grant.

F8: These three-year performance period awards were granted in 2017. The Compensation Committee certified the achievement of the performance conditions related to 2018 performance on this date.

F9: These three-year performance period awards were granted in 2018. The Compensation Committee certified the achievement of the performance conditions related to 2018 performance on this date.