SEC Form 4 · accession 0000921895-16-004744

INSPERITY, INC. · NSP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Peter A Feld

Director

Period of report

May 26, 2016

Accepted (ET)

May 31, 2016 · 9:46 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001000753

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	May 26, 2016	S	84,489	$70.2932	D	1,265,213	I	By Starboard Value and Opportunity Master Fund Ltd.
Common Stock^F2	May 26, 2016	S	18,914	$70.2932	D	283,243	I	By Starboard Value and Opportunity S LLC
Common Stock^F3	May 26, 2016	S	10,262	$70.2932	D	153,665	I	By Starboard Value and Opportunity C LP
Common Stock^F4	May 26, 2016	S	28,187	$70.2932	D	422,090	I	By Managed Account of Starboard Value LP
Common Stock^F1	May 26, 2016	S	29,781	$70.0562	D	1,235,432	I	By Starboard Value and Opportunity Master Fund Ltd.
Common Stock^F2	May 26, 2016	S	6,667	$70.0562	D	276,576	I	By Starboard Value and Opportunity S LLC
Common Stock^F3	May 26, 2016	S	3,617	$70.0562	D	150,048	I	By Starboard Value and Opportunity C LP
Common Stock^F4	May 26, 2016	S	9,935	$70.0562	D	412,155	I	By Managed Account of Starboard Value LP
Common Stock^F1	May 27, 2016	S	65,236	$71.1957	D	1,170,196	I	By Starboard Value and Opportunity Master Fund Ltd.
Common Stock^F2	May 27, 2016	S	14,605	$71.1957	D	261,971	I	By Starboard Value and Opportunity S LLC
Common Stock^F3	May 27, 2016	S	7,923	$71.1957	D	142,125	I	By Starboard Value and Opportunity C LP
Common Stock^F4	May 27, 2016	S	21,763	$71.1957	D	390,392	I	By Managed Account of Starboard Value LP
Common Stock^F1	May 31, 2016	S	92,144	$71.6596	D	1,078,052	I	By Starboard Value and Opportunity Master Fund Ltd.
Common Stock^F2	May 31, 2016	S	20,628	$71.6596	D	241,343	I	By Starboard Value and Opportunity S LLC
Common Stock^F3	May 31, 2016	S	11,191	$71.6596	D	130,934	I	By Starboard Value and Opportunity C LP
Common Stock^F4	May 31, 2016	S	30,740	$71.6596	D	359,652	I	By Managed Account of Starboard Value LP
Common Stock	holding	—	—		—	2,910	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Shares of common stock directly held by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard V&O Fund for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2Shares of common stock directly held by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3Shares of common stock directly held by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4Shares of common stock held in an account managed by Starboard Value LP (the "Managed Account"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Account for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.