Sec Form 4 Filing - ARIZPE ARTHUR A @ INSPERITY, INC. - 2018-03-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ARIZPE ARTHUR A
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
(Last) (First) (Middle)
19001 CRESCENT SPRINGS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2018
(Street)
KINGWOOD, TX77339
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/01/2018( 1 ) A 1,511 ( 2 ) A $ 65.3 66,271 D
Common Stock 03/01/2018 F( 3 ) 16,089 D $ 65.3 50,182 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARIZPE ARTHUR A
19001 CRESCENT SPRINGS DRIVE
KINGWOOD, TX77339
EVP of Client Services and COO
Signatures
/s/ Christian P. Callens, by Power of Attorney 03/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This is the settlement date for shares of Insperity, Inc. ("Common Stock") that are being issued in connection with dividend rights earned following final certification of the three-year performance period awards granted in 2015 in accordance with the Insperity, Inc. Long-Term Incentive Program (the "LTIP") under the Insperity, Inc. 2012 Incentive Plan.
( 2 )The number of shares represents the cash value of dividend rights that were settled in shares of Common Stock based on the fair market value of the Common Stock on the trading day immediately preceding the settlement date.
( 3 )Payment of tax liability by withholding securities incident to the settlement of the three-year performance period awards that were granted in 2015 under the LTIP, following final certification of the achievement of the performance conditions by the Compensation Committee.
( 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.

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).

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