SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 5

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

INSPERITY, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $0.01 par value

(Title of Class of Securities)

45778Q107

(CUSIP Number of Class of Securities)

Daniel D. Herink

Senior Vice President, Legal, General Counsel and Secretary

Insperity, Inc.

19001 Crescent Springs Drive

Kingwood, Texas 77339-3802

(281) 358-8986

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Kelly B. Rose

Baker Botts L.L.P.

910 Louisiana

Houston, Texas 77002

(713) 229-1796

CALCULATION OF FILING FEE

Transaction Value(1)	Amount of Filing Fee(2)
$50,000,000	$6,820

(1) This amount is based on the offer to purchase for not more than $50,000,000 in aggregate of up to 1,851,851 shares of common stock, par value $0.01 per share, at the minimum tender offer price of $27.00 per share.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $136.40 per $1,000,000 of the value of the transaction.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $6,820	Filing Party: Insperity, Inc.
Form or Registration No.: Schedule TO (No. 005-48651)	Date Filed: November 26, 2012

¨ Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) by Insperity, Inc., a Delaware corporation (“Insperity” or the “Company”), on November 26, 2012, as amended and supplemented by Amendment No. 1 to the Schedule TO filed with the SEC on November 29, 2012, Amendment No. 2 to the Schedule TO filed with the SEC on December 5, 2012, Amendment No. 3 to the Schedule TO filed with the SEC on December 11, 2012 and Amendment No. 4 to Schedule TO filed with the SEC on December 17, 2012 (collectively, the “Schedule TO”), in connection with Insperity’s offer to purchase, for not more than $50 million in cash, shares of its common stock, par value $0.01 per share (the “Shares”), pursuant to (i) auction tenders at prices specified by the tendering stockholders of not less than $27.00 nor greater than $31.00 per Share or (ii) purchase price tenders, in either case upon the terms and subject to the conditions described in the Offer to Purchase, dated November 26, 2012 (the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the Letter of Transmittal (the “Letter of Transmittal”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO, which, as they may be amended or supplemented from time to time, constitute the “Tender Offer.”

The purpose of this Amendment is to amend and supplement the Schedule TO and the Offer to Purchase. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Item 8. Interest in Securities of the Subject Company

The information set forth in the Offer to Purchase under “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares — Recent Securities Transactions” is supplemented by adding at the end of the table thereunder an additional two rows as follows:

Richard G. Rawson	December 17, 2012	3,500**	$32.00
Richard G. Rawson	December 19, 2012	4,500**	$33.00

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

On December 24, 2012, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 11:59 p.m., New York City time, on December 21, 2012. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(C) Press release announcing the preliminary results of the Tender Offer, dated December 24, 2012

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		INSPERITY, INC.
Date:    December 24, 2012	By:	/s/ Daniel D. Herink
		Daniel D. Herink
		Senior Vice President of Legal, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number		Description
	(a)(1)(A)	Offer to Purchase, dated November 26, 2012*
	(a)(1)(B)	Letter of Transmittal*
	(a)(1)(C)	Notice of Guaranteed Delivery*
	(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 26, 2012*
	(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 26, 2012*
	(a)(1)(F)	Summary Advertisement, dated November 26, 2012*
	(a)(2)	None
	(a)(3)	Not applicable
	(a)(4)	Not applicable
	(a)(5)(A)	None
	(a)(5)(B)	Press release announcing the Tender Offer, dated November 26, 2012*
	(a)(5)(C)	Press release announcing preliminary results of the Tender Offer, dated December 24, 2012
	(b)	None
	(c)	None
	(d)(1)	Insperity, Inc. 2001 Incentive Plan, as amended and restated (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed on March 18, 2009 (No. 1-13998))
	(d)(2)	Form of Incentive Stock Option Agreement (2001 Plan – 3 year vesting) (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K filed for the year ended December 31, 2004)
	(d)(3)	Form of Incentive Stock Option Agreement (2001 Plan – 5 year vesting) (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K filed for the year ended December 31, 2004)
	(d)(4)	Form of Director Stock Option Agreement (Initial Grant) (incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K filed for the year ended December 31, 2004)
	(d)(5)	Form of Director Stock Option Agreement (Annual Grant) (incorporated by reference to Exhibit 10.11 to the Company’s Form 10-K filed for the year ended December 31, 2004)
	(d)(6)	Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K filed for the year ended December 31, 2004)
	(d)(7)	Insperity, Inc. Nonqualified Stock Option Plan (incorporated by reference to Exhibit 99.6 to the Company’s Registration Statement on Form S-8 (No. 333-85151))
	(d)(8)	First Amendment to Insperity, Inc. Nonqualified Stock Option Plan, effective August 7, 2001 (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K for the year ended December 31, 2002)
	(d)(9)	Second Amendment to Insperity, Inc. Nonqualified Stock Option Plan, effective January 28, 2003 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K for the year ended December 31, 2002)
	(d)(10)	Insperity, Inc. Amended and Restated Employee Stock Purchase Plan effective April 1, 2002 (incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2002)
	(d)(11)	First Amendment to Insperity, Inc. Amended and Restated Employee Stock Purchase Plan, effective July 31, 2002 (incorporated by reference to Exhibit 10.11 to the Company’s Form 10-K for the year ended December 31, 2002)
	(d)(12)	Second Amendment to Insperity, Inc. Amended and Restated Employee Stock Purchase Plan, effective August 15, 2003 (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K for the year ended December 31, 2003)
	(d)(13)	Insperity, Inc. 2008 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (No. 333-151275))
	(d)(14)	Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012)
	(d)(15)	Form of Director Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012)
	(d)(16)	Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012)
	(d)(17)	Directors Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012)
	(d)(18)	Rights Agreement dated as of November 13, 2007 between the Company and Mellon Investor Services, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 16, 2007)
	(d)(19)	Form of Rights Certificate (included as Exhibit B to the Rights Agreement)
	(g)	None
	(h)	None

* Previously filed with the Schedule TO.

EX-99.A5.C

Exhibit (a)(5)(C)

News Release

Investor Relations Contact:

Douglas S. Sharp

Senior Vice President of Finance,

Chief Financial Officer and Treasurer

281-348-3232

News Media Contact:

Jason Cutbirth

Senior Vice President of Marketing

281-312-3085

jason.cutbirth@insperity.com

Insperity Announces Preliminary Results of Dutch Auction Tender Offer

HOUSTON – Dec. 24, 2012 – Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, today announced the preliminary results of its modified “Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on Dec. 21, 2012.

Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, 80,983 shares of common stock, including 34,100 shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn, all of which were tendered at a price at or below $31.00. Based on these preliminary results, we expect to purchase 80,983 shares at a price of $31.00 per share for a total cost of $2.5 million, excluding fees and expenses relating to the tender offer.

The number of shares to be purchased in the tender offer and the price per share are preliminary. The determination of the final number of shares to be purchased is subject to confirmation by the depositary of the proper delivery of the shares properly tendered and not withdrawn. The actual number of outstanding shares properly tendered and not withdrawn, the number of shares to be purchased in the tender offer, the final price per share for shares purchased in the tender offer and the number of shares of our common stock that will be outstanding after payment for the tendered shares will be announced promptly following the completion of the confirmation process. Payment for the shares accepted for purchase will occur promptly thereafter. Payment for shares will be made in cash, without interest. We will fund the purchase of the shares in the tender offer from cash on hand.

(more)

Insperity, Inc.

Page 2

As noted in the Offer to Purchase, we may purchase additional shares in the future in the open market subject to market conditions. We may also purchase shares in private transactions, tender offers or otherwise. However, under applicable securities laws, we may not repurchase any shares until after Jan. 8, 2013. Any possible future purchases by us will depend on many factors, including the market price of the shares, the results of the tender offer, our business and financial position and general economic and market conditions.

Georgeson Inc. serves as information agent for the tender offer. The dealer manager for the tender offer is Robert W. Baird & Co. Incorporated. Questions and requests for assistance may be directed to the information agent at (800) 509-0917 (toll free) or the dealer manager at (414) 298-7382.

About Insperity

Insperity, a trusted advisor to America’s best businesses for more than 26 years, provides an array of human resources and business solutions designed to help improve business performance. Insperity^TM Business Performance Advisors offer the most comprehensive suite of products and services available in the marketplace. Insperity delivers administrative relief, better benefits, reduced liabilities and a systematic way to improve productivity through its premier Workforce Optimization^TM solution. Additional company offerings include Human Capital Management, Payroll Services, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Financial Services, Expense Management, Retirement Services and Insurance Services. Insperity business performance solutions support more than 100,000 businesses with over 2 million employees. With 2011 revenues of $2 billion, Insperity operates in 56 offices throughout the United States. For more information, visit http://www.insperity.com.

Information on Forward Looking Statements

Certain statements in this news release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include assumptions, expectations, predictions, intentions or beliefs about future events, including the completion of the offer. Although Insperity believes that such statements are based on reasonable assumptions, no assurance can be given that such statements will prove to have been correct. A number of factors could cause actual results to vary materially from those expressed or implied in any forward-looking statements. More information about the risks and uncertainties relating to Insperity and the forward-looking statements are found in Insperity’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2011 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and Sept. 30, 2012, which is available free of charge on the SEC’s web site at http://www.sec.gov. Insperity expressly disclaims any obligation to update any forward-looking statements contained in this news release to reflect events or circumstances that may arise after the date of this release, except as otherwise required by applicable law.

###