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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INSPERITY, INC. [ NSP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/18/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/18/2018 | D(1) | 5,280 | D | $0 | 152,553 | D | |||
Common Stock | 05/18/2018 | D(1) | 7,488 | D | $0 | 145,065 | D | |||
Common Stock | 05/23/2018 | A | 1,194 | A | $0(2) | 146,259 | D | |||
Common Stock | 05/23/2018 | S | 10,000 | D | $89.51(3) | 293,850 | I | By Self, as General Partner of POM Services, LLC, which is the General Partner of RDKB Rawson, LP | ||
Common Stock | 272,116 | I | By Self, as General Partner of POM Services, LLC, which is the General Partner of R&D Rawson, LP | |||||||
Common Stock | 700 | I | Held By Dawn M. Rawson, Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Stock Performance Units (Stock Settled) | (4) | 05/18/2018 | D | 4,082(5) | (6) | (6) | Common Stock | 4,082 | $0 | 13,500 | D | ||||
Phantom Stock Performance Units (Stock Settled) | (4) | 05/18/2018 | D | 7,100(7) | (6) | (6) | Common Stock | 7,100 | $0 | 6,400 | D | ||||
Phantom Stock Performance Units (Stock Settled) | (4) | 05/18/2018 | D | 6,400(8) | (6) | (6) | Common Stock | 6,400 | $0 | 0 | D |
Explanation of Responses: |
1. Forfeiture of time vested restricted stock upon retirement as President. |
2. Annual stock award pursuant to the Insperity, Inc. Directors Compensation Plan. |
3. Weighted average price. Actual prices ranged from $89.40 to $89.65. Full information regarding the number of shares sold at each separate price will be provided upon request to the SEC's staff, Insperity, Inc. or its stockholders. |
4. 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. |
5. These three-year performance awards were granted in 2016. The 2016 performance requirement for these awards were certified by the Compensation Committee on February 15, 2017. These performance awards also have a time-based service requirement that was not satisfied upon retirement as President, therefore the awards were forfeited. |
6. 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. |
7. These three-year performance awards were granted in 2016. The 2017 performance requirement for these awards were certified by the Compensation Committee on February 21, 2018. These performance awards also have a time-based service requirement that was not satisfied upon retirement as President, therefore the awards were forfeited. |
8. These three-year performance awards were granted in 2017. The 2017 performance requirement for these awards were certified by the Compensation Committee on February 21, 2018. These performance awards also have a time-based service requirement that was not satisfied upon retirement as President, therefore the awards were forfeited. |
/s/ Daniel D. Herink, by Power of Attorney | 05/25/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |