Sec Form 4 Filing - RAWSON RICHARD G @ INSPERITY, INC. - 2018-05-18

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 RAWSON RICHARD G 2. Issuer Name and Ticker or Trading Symbol INSPERITY, INC. [ NSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 19001 CRESCENT SPRINGS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2018 (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 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) 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RAWSON RICHARD G 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX77339 X Signatures /s/ Daniel D. Herink, by Power of Attorney 05/25/2018 Signature of Reporting Person Date

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.

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