SEC Form 4 · accession 0001127602-18-018968
INSPERITY, INC. · NSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard G Rawson
Director
Period of report
May 18, 2018
Accepted (ET)
May 25, 2018 · 4:33 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 | May 18, 2018 | D | 5,280 | $0.00 | D | 152,553 | D | |
| Common Stock | May 18, 2018 | D | 7,488 | $0.00 | D | 145,065 | D | |
| Common StockF2 | May 23, 2018 | A | 1,194 | $0.00 | A | 146,259 | D | |
| Common StockF3 | May 23, 2018 | S | 10,000 | $89.51 | D | 293,850 | I | By Self, as General Partner of POM Services, LLC, which is the General Partner of RDKB Rawson, LP |
| Common Stock | holding | — | — | — | 272,116 | I | By Self, as General Partner of POM Services, LLC, which is the General Partner of R&D Rawson, LP | |
| Common Stock | holding | — | — | — | 700 | I | Held By Dawn M. Rawson, Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock Performance Units (Stock Settled)F5,F4,F6 | — | May 18, 2018 | D | 4,082 | D | — | — | Common Stock | 4,082 | 13,500 | D |
| Phantom Stock Performance Units (Stock Settled)F7,F4,F6 | — | May 18, 2018 | D | 7,100 | D | — | — | Common Stock | 7,100 | 6,400 | D |
| Phantom Stock Performance Units (Stock Settled)F8,F4,F6 | — | May 18, 2018 | D | 6,400 | D | — | — | Common Stock | 6,400 | 0 | D |
Explanation of responses
- F1Forfeiture of time vested restricted stock upon retirement as President.
- F2Annual stock award pursuant to the Insperity, Inc. Directors Compensation Plan.
- F3Weighted 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.
- F4Each 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.
- F5These 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.
- F6The 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.
- F7These 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.
- F8These 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.