0001209191-15-005306.txt : 20150120 0001209191-15-005306.hdr.sgml : 20150119 20150120192759 ACCESSION NUMBER: 0001209191-15-005306 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150113 FILED AS OF DATE: 20150120 DATE AS OF CHANGE: 20150120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INSPERITY, INC. CENTRAL INDEX KEY: 0001000753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 760479645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 BUSINESS PHONE: 7133588986 MAIL ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 FORMER COMPANY: FORMER CONFORMED NAME: ADMINISTAFF INC \DE\ DATE OF NAME CHANGE: 19950915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feld Peter A CENTRAL INDEX KEY: 0001410600 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13998 FILM NUMBER: 15537159 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MITCHELL MARK R CENTRAL INDEX KEY: 0001285596 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13998 FILM NUMBER: 15537160 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13998 FILM NUMBER: 15537161 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-01-13 0 0001000753 INSPERITY, INC. NSP 0001362697 Smith Jeffrey C 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 0 0001285596 MITCHELL MARK R 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 0 0001410600 Feld Peter A 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock, Par Value $0.01 Per Share 1986958 I By Starboard Value and Opportunity Master Fund Ltd. Common Stock, Par Value $0.01 Per Share 444820 I By Starboard Value and Opportunity S LLC Common Stock, Par Value $0.01 Per Share 241324 I By Starboard Value and Opportunity C LP Common Stock, Par Value $0.01 Per Share 662874 I By Managed Account of Starboard Value LP This Form 3 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Starboard Value R LP ("Starboard R LP"), Starboard Value R GP LLC ("Starboard R GP"), Jeffrey C. Smith, Mark Mitchell and Peter A. Feld (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Shares of Common Stock beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Shares of Common Stock beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard S LLC. Shares of Common Stock beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. Shares held in an account managed by Starboard Value LP. Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard Value LP. JEFFREY C. SMITH, Name: Jeffrey C. Smith /s/ Jeffrey C. Smith 2015-01-20 MARK R. MITCHELL, Name: Jeffrey C. Smith, Title: Attorney-in-Fact /s/ Jeffrey C. Smith 2015-01-20 PETER A. FELD, Name: Jeffrey C. Smith, Title: Attorney-in-Fact /s/ Jeffrey C. Smith 2015-01-20 EX-99 2 attachment1.htm EX-99 DOCUMENT

                                                                      Exhibit 99

                         Form 3 Joint Filer Information

Name:                                      Mark R. Mitchell

Address:                                   777 Third Avenue, 18th Floor
                                           New York, NY 10017

Date of Event Requiring Statement:         01/13/15


Name:                                      Peter A. Feld

Address:                                   777 Third Avenue, 18th Floor
                                           New York, NY 10017

Date of Event Requiring Statement:         01/13/15