President and COO Arizpe Arthur A converted options into 4,726 shares, was granted 11,642 shares and covered exercise/tax liability with 2,832 shares, increasing direct ownership by 10% to 86,087 units (SEC Form 4)
$NSP
Professional Services
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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) 02/07/2025 | ||||||||||||||||||||||||||
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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 | 02/07/2025(1) | M | 4,726(2) | A | $0 | 83,277 | D | |||
| Common Stock | 02/28/2025 | A(3) | 387 | A | $0 | 77,664(4) | D | |||
| Common Stock | 02/28/2025 | F(5) | 2,832 | D | $87.94 | 74,832 | D | |||
| Common Stock | 02/28/2025 | A(6) | 11,255 | A | $0 | 86,087 | D | |||
| Common Stock | 109,808 | I | By S.C.A Legacy, Ltd.(7) | |||||||
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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) | (8) | 02/07/2025(9) | A | 3,387(10) | (11) | (11) | Common Stock | 3,387 | $0 | 9,074 | D | ||||
| Phantom Stock Performance Units (Stock Settled) | (8) | 02/07/2025(1) | M | 4,726(2) | (11) | (11) | Common Stock | 4,726 | $0 | 4,348 | 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 2022. These shares of Insperity, Inc. common stock ("Common Stock") will be settled no later than March 15, 2025. |
| 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. The number of shares represents the dividend rights that were settled in shares of Common Stock based on the fair market value of the Common Stock on the dividend payable dates. Fractional amounts have been rounded to the nearest whole number. |
| 4. Balance reflects shares of Common Stock that the Reporting Person sold on February 11, 2025, which he reported on a Form 4 filed on February 13, 2025. |
| 5. Payment of tax liability by withholding securities incident to the vesting of a restricted stock unit award. |
| 6. Award of restricted stock units pursuant to the Insperity, Inc. Incentive Plan, as amended and restated. Units vest in annual increments of one-third beginning on the first anniversary of the award. Each restricted stock unit represents a right to receive one share of Common Stock upon vesting. |
| 7. These shares are owned directly by S.C.A. Legacy, Ltd., which is controlled by Arizpe Management, LLC. Mr. Arizpe, by virtue of his position as Manager of Arizpe Management, may be deemed to beneficially own these shares. |
| 8. 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 or the Insperity, Inc. Incentive Plan based on a three-year performance period award cycle. |
| 9. These three-year performance period awards were granted in 2024. The Compensation Committee certified the achievement of the performance conditions related to 2024 performance on this date. |
| 10. The number of shares does not include additional shares related to the dividend rights that will be settled in shares of Common Stock after the certification of the final performance conditions. The dividend rights are converted into shares based on the closing price on the dividend payment date for each declared dividend. |
| 11. 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. |
| /s/ Christian P. Callens, by Power of Attorney | 03/04/2025 | |
| ** 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. | ||