INSPERITY, INC. — Director's Dealing 2022

Mar 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2022-02-22

Reporting Person: SARVADI PAUL J (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-28	Common Stock	F	1818	$90.47	Disposed	642479	Direct
2022-02-28	Common Stock	A	23345	—	Acquired	665824	Direct
2022-03-01	Common Stock	A	583	—	Acquired	666407	Direct
2022-03-01	Common Stock	F	3425	$89.95	Disposed	662982	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-22	Phantom Stock Performance Units (Stock Settled)	$	A	11542	Acquired		Common Stock (11542)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	979612	Indirect

Footnotes

F1: Payment of tax liability by withholding securities incident to the vesting of a restricted stock award.

F2: Award of restricted stock units pursuant to the Insperity, Inc. 2012 Incentive Plan, as amended and restated. Units vest in annual increments of one-third beginning on the first anniversary of the award. Each restricted stock unit represents a right to receive one share of Insperity, Inc. common stock ("Common Stock") upon vesting.

F3: 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 dividend payable dates.

F4: Payment of tax liability by withholding securities incident to the vesting of a restricted stock unit award.

F5: 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.

F6: These three-year performance period awards were granted in 2021. The Compensation Committee certified the achievement of the performance conditions related to 2021 performance on this date.

F7: The number of shares does not include additional shares related to the cash 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.

F8: These phantom stock performance units vest at the end of the three-year award cycle period for LTIP awards following certification in accordance with the LTIP of the achievement of all performance goals for the performance periods applicable to such award.