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

Page 16 of 20 – SEC Filing

E.	Starboard R GP

(a)

Starboard R GP, as the general partner of Starboard R 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 GP 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.

F.	Starboard Value LP

(a)

As of the close of business on May 31, 2016, 359,652 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,078,052 Shares owned by Starboard V&O Fund, (ii) 241,343 Shares owned by Starboard S LLC, (iii) 130,934 Shares owned by Starboard C LP and (iv) 359,652 Shares held in the Starboard Value LP Account.

Percentage: Approximately 8.5%

(b)

1. Sole power to vote or direct vote: 1,809,981

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,809,981

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

(c)

The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and 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.

G.	Starboard Value GP

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,078,052 Shares owned by Starboard V&O Fund, (ii) 241,343 Shares owned by Starboard S LLC, (iii) 130,934 Shares owned by Starboard C LP and (iv) 359,652 Shares held in the Starboard Value LP Account.

Percentage: Approximately 8.5%

(b)

1. Sole power to vote or direct vote: 1,809,981

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,809,981

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

(c)

Starboard Value GP 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 each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.