Sec Form 4 Filing - Herink Daniel D @ INSPERITY, INC. - 2021-02-23

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 Herink Daniel D 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) SVP Legal, Gen Counsel & Sec (Last) (First) (Middle) 19001 CRESCENT SPRINGS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2021 (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 02/23/2021( 1 ) M 9,459 ( 2 ) A $ 0 34,677 D Common Stock 02/23/2021( 3 ) M 16,398 ( 2 ) A $ 0 51,075 D

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 ) 02/23/2021( 5 ) A 2,152 ( 2 ) ( 6 ) ( 6 ) Common Stock 2,152 $ 0 7,665 D Phantom Stock Performance Units (Stock Settled) ( 4 ) 02/23/2021( 7 ) A 1,794 ( 2 ) ( 6 ) ( 6 ) Common Stock 1,794 $ 0 9,459 D Phantom Stock Performance Units (Stock Settled) ( 4 ) 02/23/2021( 8 ) A 3,010 ( 2 ) ( 6 ) ( 6 ) Common Stock 3,010 $ 0 12,469 D Phantom Stock Performance Units (Stock Settled) ( 4 ) 02/23/2021( 1 ) M 9,459 ( 2 ) ( 6 ) ( 6 ) Common Stock 9,459 $ 0 3,010 D Phantom Stock Performance Units (Stock Settled) ( 4 ) 02/23/2021( 9 ) A 16,398 ( 2 ) ( 6 ) ( 6 ) Common Stock 16,398 $ 0 19,408 D Phantom Stock Performance Units (Stock Settled) ( 4 ) 02/23/2021( 3 ) M 16,398 ( 2 ) ( 6 ) ( 6 ) Common Stock 16,398 $ 0 3,010 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Herink Daniel D 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX77339 SVP Legal, Gen Counsel & Sec Signatures /s/ Christian P. Callens, by Power of Attorney 02/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On this date, the Compensation Committee certified the achievement of the final performance conditions for these three-year performance period awards granted in 2018. These shares of Insperity, Inc. common stock ("Common Stock") will be settled as soon as practicable. ( 2 )The number of shares does not include additional shares related to the cash value of dividend rights that will be settled in shares of Common Stock. The value of these dividend rights will be based on the fair market value of the Common Stock on the trading day immediately preceding the final settlement date following the certification of the final performance conditions. ( 3 )On this date, the Compensation Committee certified the achievement of the final performance conditions for these one-year performance period awards granted in 2020. These shares of Common Stock will be settled as soon as practicable. ( 4 )Each phantom stock performance unit represents a contingent right to receive one share of Common Stock pursuant to the terms of the Long-Term Incentive Plan (the "LTIP") and short-term awards issued under the Insperity, Inc. 2012 Incentive Plan based on the applicable three-year or one-year performance period award cycle, respectively. ( 5 )These three-year performance period awards were granted in 2018. The Compensation Committee certified the achievement of the performance conditions related to 2020 performance on this date. No further performance periods remain for this grant. ( 6 )These phantom stock performance units vest at the end of the three-year award cycle period for LTIP awards or at the end of a one-year award cycle period for short-term awards following certification in accordance with the LTIP or short-term awards of the achievement of all performance goals for the performance periods applicable to such award. ( 7 )These three-year performance period awards were granted in 2018. The Compensation Committee certified the achievement of the relative total shareholder return performance of Insperity's Common Stock against the performance of Insperity's 2018 compensation peer group of companies on this date. No further performance periods remain for this grant. ( 8 )These three-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the performance conditions related to 2020 performance on this date. ( 9 )These one-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the performance conditions related to 2020 performance on this date. No further performance periods remain for this grant.

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