SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ARIZPE ARTHUR A

(Last)

(First)

(Middle)

19001 CRESCENT SPRINGS DRIVE

(Street)

KINGWOOD

77339

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INSPERITY, INC. [ NSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of Client Services and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2018⁽¹⁾		M		41,262⁽²⁾	A	$0	54,030	D
Common Stock	02/21/2018		A⁽³⁾		10,730	A	$0	64,760	D
Common Stock								129,808	I	By Arizpe Investment Limited Partnership⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Performance Units (Stock Settled)	⁽⁵⁾	02/21/2018⁽⁶⁾		A		7,100⁽⁷⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	7,100	$0	37,308⁽⁷⁾	D
Phantom Stock Performance Units (Stock Settled)	⁽⁵⁾	02/21/2018⁽⁹⁾		A		6,400⁽⁷⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	6,400	$0	43,708⁽⁷⁾	D
Phantom Stock Performance Units (Stock Settled)	⁽⁵⁾	02/21/2018⁽¹⁰⁾		A		15,136⁽⁷⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	15,136	$0	58,844⁽⁷⁾	D
Phantom Stock Performance Units (Stock Settled)	⁽⁵⁾	02/21/2018⁽¹⁾		M			41,262⁽²⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	41,262	$0	17,582⁽⁷⁾	D

Explanation of Responses:

1. 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 2015.

2. The number of shares does not include additional shares related to the cash value of dividend rights in the amount of $2.39 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.

3. Restricted stock award pursuant to the Insperity, Inc. 2012 Incentive Plan.

4. 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.

5. Each phantom stock performance unit represents a contingent right to receive one share of Common Stock pursuant to the terms of the LTIP based on a three-year performance period award cycle.

6. These three-year performance period awards were granted in 2016. The Compensation Committee certified the achievement of the performance conditions related to 2017 performance on this date.

7. The number of shares (a) includes additional shares issued in connection with the Company's 2-for-1 stock split, which was completed on December 18, 2017, and (b) 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.

8. 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.

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

10. These three-year performance period awards were granted in 2015. The Compensation Committee certified the achievement of the performance conditions related to 2017 performance on this date. No further performance periods remain for this grant.

	/s/ Christian P. Callens, by Power of Attorney	02/23/2018
	** Signature of Reporting Person	Date
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