Insperity Inc. (NSP): Jeffrey Smith’s Starboard Value Decreases Stake

Page 15 of 20 – SEC Filing

B.	Starboard S LLC

(a)

As of the close of business on May 31, 2016, Starboard S LLC beneficially owned 241,343 Shares.

Percentage: Approximately 1.1%

(b)

1. Sole power to vote or direct vote: 241,343

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 241,343

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.	Starboard C LP

(a)

As of the close of business on May 31, 2016, Starboard C LP beneficially owned 130,934 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 130,934

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 130,934

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard C LP since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D.	Starboard R LP

(a)

Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 130,934 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 130,934

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 130,934

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.  The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.