SEC Form 4 · accession 0001127602-19-006113
INSPERITY, INC. · NSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arthur A Arizpe
Officer — EVP of Client Services and COO
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 6:53 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,F2 | Feb 12, 2019 | M | 39,694 | $0.00 | A | 63,192 | D | |
| Common StockF3 | holding | — | — | — | 109,808 | I | By Arizpe Investment Limited Partnership |
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,F2,F7,F4,F6 | — | Feb 12, 2019 | A | 9,504 | A | — | — | Common Stock | 9,504 | 27,086 | D |
| Phantom Stock Performance Units (Stock Settled)F8,F2,F7,F4,F6 | — | Feb 12, 2019 | A | 19,008 | A | — | — | Common Stock | 19,008 | 46,094 | D |
| Phantom Stock Performance Units (Stock Settled)F9,F7,F4,F6 | — | Feb 12, 2019 | A | 6,400 | A | — | — | Common Stock | 6,400 | 52,494 | D |
| Phantom Stock Performance Units (Stock Settled)F10,F7,F4,F6 | — | Feb 12, 2019 | A | 5,364 | A | — | — | Common Stock | 5,364 | 57,858 | D |
| Phantom Stock Performance Units (Stock Settled)F1,F2,F7,F4,F6 | — | Feb 12, 2019 | M | 39,694 | D | — | — | Common Stock | 39,694 | 18,164 | D |
Explanation of responses
- F1These shares of Insperity, Inc. common stock ("Common Stock") will be settled following the certification by the Compensation Committee on this date of the achievement of the final performance conditions for these three-year performance period awards granted in 2016.
- F10These three-year performance period awards were granted in 2018. The Compensation Committee certified the achievement of the performance conditions related to 2018 performance on this date.
- F2The number of shares does not include additional shares related to the cash value of dividend rights in the amount of $2.75 per share to be settled in shares of Common Stock based on the fair market value of the Common Stock on the trading day immediately proceeding the final settlement date in accordance with the Insperity, Inc. Long-Term Incentive Program (the "LTIP") under the Insperity, Inc. 2012 Incentive Plan, which will be reported in a separate filing.
- F3These shares are owned directly by Arizpe Investment Limited Partnership, which is controlled by Arizpe Management. Mr. Arizpe, by virtue of his position as Manager of Arizpe Management, may be deemed to beneficially own these shares.
- F4Each phantom stock performance unit represents a contingent right to receive one share of Common Stock pursuant to the terms of the LTIP under the Insperity, Inc. 2012 Incentive Plan based on a three-year performance period award cycle.
- F5These three-year performance period awards were granted in 2016. The Compensation Committee certified the achievement of the performance conditions related to 2018 performance on this date. No further performance periods remain for this grant.
- 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.
- F7The number of shares does not include the 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 after the end of the three-year award cycle in accordance with the LTIP.
- F8These three-year performance period awards were granted in 2016. The Compensation Committee certified the achievement of the relative total shareholder return performance of Insperity's Common Stock against the performance of Insperity's 2016 compensation peer group of companies. No further performance periods remain for this grant.
- F9These three-year performance period awards were granted in 2017. The Compensation Committee certified the achievement of the performance conditions related to 2018 performance on this date.