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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Performance Units (Stock Settled) | (3) | 02/12/2019(4) | A | 5,263 (2) | (5) | (5) | Common Stock | 5,263 | $ 0 | 15,057 (6) | D | ||||
| Phantom Stock Performance Units (Stock Settled) | (3) | 02/12/2019(7) | A | 10,528 (2) | (5) | (5) | Common Stock | 10,528 | $ 0 | 25,585 (6) | D | ||||
| Phantom Stock Performance Units (Stock Settled) | (3) | 02/12/2019(8) | A | 3,600 (6) | (5) | (5) | Common Stock | 3,600 | $ 0 | 29,185 (6) | D | ||||
| Phantom Stock Performance Units (Stock Settled) | (3) | 02/12/2019(9) | A | 2,756 (6) | (5) | (5) | Common Stock | 2,756 | $ 0 | 31,941 (6) | D | ||||
| Phantom Stock Performance Units (Stock Settled) | (3) | 02/12/2019(1) | M | 21,986 (2) | (5) | (5) | Common Stock | 21,986 | $ 0 | 9,955 (6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHARP DOUGLAS S 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX 77339 |
SVP Finance, CFO & Treasurer | |||
| /s/ Christian P. Callens, by Power of Attorney | 02/14/2019 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 2016. |
| (2) | The 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. |
| (3) | Each 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. |
| (4) | These 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. |
| (5) | 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. |
| (6) | The 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. |
| (7) | These 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. |
| (8) | These 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. |
| (9) | These 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. |