Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MINCKS JAY E
  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 of Sales & Marketing
(Last)
(First)
(Middle)
19001 CRESCENT SPRINGS DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2019
(Street)

KINGWOOD, TX 77339
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/12/2019   S   7,100 D $ 127.87 (1) 51,444 (2) D  
Common Stock 02/13/2019   S   898 D $ 124.5 90,240 D  
Common Stock 02/12/2019(3)   M   39,694 (4) A $ 0 91,138 D  

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Performance Units (Stock Settled) (5) 02/12/2019(6)   A   9,504 (4)     (7)   (7) Common Stock 9,504 $ 0 27,086 (8) D  
Phantom Stock Performance Units (Stock Settled) (5) 02/12/2019(9)   A   19,008 (4)     (7)   (7) Common Stock 19,008 $ 0 46,094 (8) D  
Phantom Stock Performance Units (Stock Settled) (5) 02/12/2019(10)   A   6,400 (8)     (7)   (7) Common Stock 6,400 $ 0 52,494 (8) D  
Phantom Stock Performance Units (Stock Settled) (5) 02/12/2019(11)   A   5,364 (8)     (7)   (7) Common Stock 5,364 $ 0 57,858 (8) D  
Phantom Stock Performance Units (Stock Settled) (5) 02/12/2019(3)   M     39,694 (4)   (7)   (7) Common Stock 39,694 $ 0 18,164 (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MINCKS JAY E
19001 CRESCENT SPRINGS DRIVE
KINGWOOD, TX 77339
      EVP of Sales & Marketing  

Signatures

 /s/ Christian P. Callens, by Power of Attorney   02/14/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Weighted average price. Actual prices ranged from $127.75 to $128.20. Full information regarding the number of shares sold at each separate price will be provided upon request to the SEC's staff, Insperity, Inc. or its stockholders.
(2) Includes 28 shares purchased through the Insperity Employee Stock Purchase Plan.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(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) 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.
(9) 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.
(10) 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.
(11) 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.

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