Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Herink Daniel D	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) SVP Legal, Gen Counsel & Sec
(Last) (First) (Middle) 19001 CRESCENT SPRINGS DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/18/2020
(Street) KINGWOOD, TX 77339 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/18/2020 ⁽¹⁾		M		15209 ⁽²⁾	A	$0	41082	D
Common Stock	2/18/2020		F⁽³⁾		809	D	$73.51	40273	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Performance Units (Stock Settled)	⁽⁴⁾	2/18/2020 ⁽⁵⁾		A		3608 ⁽²⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	3608	$0	13563 ⁽⁷⁾	D
Phantom Stock Performance Units (Stock Settled)	⁽⁴⁾	2/18/2020 ⁽⁸⁾		A		4401 ⁽²⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	4401	$0	17964 ⁽⁷⁾	D
Phantom Stock Performance Units (Stock Settled)	⁽⁴⁾	2/18/2020 ⁽⁹⁾		A		2758 ⁽⁷⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	2758	$0	20722 ⁽⁷⁾	D
Phantom Stock Performance Units (Stock Settled)	⁽⁴⁾	2/18/2020 ⁽¹⁾		M			15209 ⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	15209	$0	5513 ⁽⁷⁾	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 2017.
(2)	The number of shares does not include additional shares related to the cash value of dividend rights in the amount of $3.58 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 preceding 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)	Payment of tax liability by withholding securities incident to the vesting of a restricted stock award.
(4)	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.
(5)	These three-year performance period awards were granted in 2017. The Compensation Committee certified the achievement of the performance conditions related to 2019 performance on this date. No further performance periods remain for this grant.
(6)	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.
(7)	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.
(8)	These three-year performance period awards were granted in 2017. The Compensation Committee certified the achievement of the relative total shareholder return performance of Insperity's Common Stock against the performance of Insperity's 2017 compensation peer group of companies on this date. No further performance periods remain for this grant.
(9)	These three-year performance period awards were granted in 2018. The Compensation Committee certified the achievement of the performance conditions related to 2019 performance on this date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Herink Daniel D 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX 77339			SVP Legal, Gen Counsel & Sec