Douglas S Sharp Form 4 INSPERITY / DOUGLAS S SHARP ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHARP DOUGLAS S

(Last) (First) (Middle)

19001 CRESCENT SPRINGS DRIVE

(Street)

KINGWOOD TX 77339

(City) (State) (Zip)

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)
EVP Finance, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/22/2023(1)		M		9,182(2)	A	$0	26,615	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	(3)	02/22/2023(4)		A		2,889(2)		(5)	(5)	Common Stock	2,889	$0	8,471	D
Phantom Stock Performance Units (Stock Settled)	(3)	02/22/2023(6)		A		2,613(2)		(5)	(5)	Common Stock	2,613	$0	11,084	D
Phantom Stock Performance Units (Stock Settled)	(3)	02/22/2023(7)		A		3,170(2)		(5)	(5)	Common Stock	3,170	$0	14,254	D
Phantom Stock Performance Units (Stock Settled)	(3)	02/22/2023(8)		A		3,128(2)		(5)	(5)	Common Stock	3,128	$0	17,382	D
Phantom Stock Performance Units (Stock Settled)	(3)	02/22/2023(1)		M			9,182(2)	(5)	(5)	Common Stock	9,182	$0	8,200	D

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 2020. 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. 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 Program (the "LTIP") awards issued under the Insperity, Inc. 2012 Incentive Plan based on a three-year performance period award cycle.

4. These three-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the performance conditions related to 2022 performance on this date. No further performance periods remain for this grant.

5. These 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.

6. These three-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the relative total shareholder return performance of Insperity's Common Stock against the performance of Insperity's 2020 compensation peer group of companies on this date. No further performance periods remain for this grant.

7. These three-year performance period awards were granted in 2021. The Compensation Committee certified the achievement of the performance conditions related to 2022 performance on this date.

8. These three-year performance period awards were granted in 2022. The Compensation Committee certified the achievement of the performance conditions related to 2022 performance on this date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Christian P. Callens, by Power of Attorney	02/24/2023
	** Signature of Reporting Person	Date
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