X0306 4 2017-02-15 0001000753 INSPERITY, INC. NSP 0001055604 ARIZPE ARTHUR A 19001 CRESCENT SPRINGS DRIVE KINGWOOD TX 77339 1 EVP of Client Services and COO Common Stock 2017-02-15 4 A 0 5615 0 A 34008 D Common Stock 68015 I By Arizpe Investment Limited Partnership Phantom Stock Performance Units (Stock Settled) 2017-02-15 4 A 0 7566 0 A Common Stock 7566 13063 D Phantom Stock Performance Units (Stock Settled) 2017-02-15 4 A 0 2041 0 A Common Stock 2041 15104 D Restricted stock award pursuant to the Insperity, Inc. 2012 Incentive Plan. Excludes 35,000 shares that were transferred to the Arizpe Investment Limited Partnership on February 8, 2017 and 33,015 shares that were transferred to the Arizpe Investment Limited Partnership on February 17, 2017, all of which were previously owned directly. 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. Each phantom stock performance unit represents a contingent right to receive one share of Insperity, Inc. common stock ("Common Stock") pursuant to the terms of the Insperity, Inc. Long-Term Incentive Program (the "LTIP") under the Insperity, Inc. 2012 Incentive Plan based on a three-year performance period award cycle. These three-year performance period awards were granted in 2015. The Compensation Committee certified the achievement of the performance conditions related to 2016 performance on this date. The number of shares do not include the cash value of dividend rights that will be settled in shares of Common Stock based on the fair market value of the Common Stock on the trading day immediately preceding the date of vesting following the end of the three-year award cycle in accordance with the LTIP. 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. These three-year performance period awards were granted in 2016. The Compensation Committee certified the achievement of the performance conditions related to 2016 performance on this date. /s/ Daniel D. Herink, by Power of Attorney 2017-02-17