SEC Form 4 · accession 0000921895-17-000010
INSPERITY, INC. · NSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A Feld
Director
Period of report
Dec 30, 2016
Accepted (ET)
Jan 3, 2017 · 6:29 pm EST
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 StockF1 | Dec 30, 2016 | A | 250 | $0.00 | A | 4,841 | D | |
| Common StockF2 | holding | — | — | — | 452,668 | I | By Starboard Value and Opportunity Master Fund Ltd. | |
| Common StockF3 | holding | — | — | — | 101,338 | I | By Starboard Value and Opportunity S LLC | |
| Common StockF4 | holding | — | — | — | 54,977 | I | By Starboard Value and Opportunity C LP | |
| Common StockF5 | holding | — | — | — | 151,017 | I | By Managed Account of Starboard Value LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Mr. Feld was awarded these shares in lieu of $17,750 cash compensation for his services as a member of the Board of Directors of Insperity, Inc. (the "Issuer") during the fourth quarter of 2016, based on a December 30, 2016 closing price per share of $70.95. Compensation includes a quarterly director's fee of $15,250 and a quarterly fee of $2,500 for serving as a member of the Compensation Committee of the Issuer's Board of Directors. In addition to the shares of common stock awarded, Mr. Feld will also receive $12.50 in cash.
- F2Shares 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.
- F3Shares 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.
- F4Shares 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.
- F5Shares 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.