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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol INSPERITY, INC. [ NSP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/21/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/21/2018(1) | M | 19,268(2) | A | $0 | 40,575 | D | |||
| Common Stock | 02/21/2018 | A(3) | 6,745 | A | $0 | 47,320 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | (4) | 02/21/2018(5) | A | 3,933(6) | (7) | (7) | Common Stock | 3,933 | $0 | 18,394(6) | D | ||||
| Phantom Stock Performance Units (Stock Settled) | (4) | 02/21/2018(8) | A | 3,600(6) | (7) | (7) | Common Stock | 3,600 | $0 | 21,994(6) | D | ||||
| Phantom Stock Performance Units (Stock Settled) | (4) | 02/21/2018(9) | A | 7,068(6) | (7) | (7) | Common Stock | 7,068 | $0 | 29,062(6) | D | ||||
| Phantom Stock Performance Units (Stock Settled) | (4) | 02/21/2018(1) | M | 19,268(2) | (7) | (7) | Common Stock | 19,268 | $0 | 9,794(6) | D | ||||
| Explanation of Responses: |
| 1. These 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 2015. |
| 2. The number of shares does not include additional shares related to the cash value of dividend rights in the amount of $2.39 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. |
| 3. Restricted stock award pursuant to the Insperity, Inc. 2012 Incentive Plan. |
| 4. Each phantom stock performance unit represents a contingent right to receive one share of Common Stock pursuant to the terms of the LTIP based on a three-year performance period award cycle. |
| 5. These three-year performance period awards were granted in 2016. The Compensation Committee certified the achievement of the performance conditions related to 2017 performance on this date. |
| 6. The number of shares (a) includes additional shares issued in connection with the Company's 2-for-1 stock split, which was completed on December 18, 2017, and (b) 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. |
| 7. The 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. |
| 8. These three-year performance period awards were granted in 2017. The Compensation Committee certified the achievement of the performance conditions related to 2017 performance on this date. |
| 9. These three-year performance period awards were granted in 2015. The Compensation Committee certified the achievement of the performance conditions related to 2017 performance on this date. No further performance periods remain for this grant. |
| /s/ Christian P. Callens, by Power of Attorney | 02/23/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||