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

Page 17 of 20 – SEC Filing

H.	Principal Co

(a)

Principal Co, as a member of Starboard Value GP, 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)

Principal Co 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.

I.	Principal GP

(a)

Principal GP, as the general partner of Principal Co, 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)

Principal 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.

J.

Mr. Feld

(a)

As of the close of business on May 31, 2016, Mr. Feld beneficially owned 1,945 Shares, which include Shares of restricted stock that vest within 60 days hereof. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, 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: 1,945

2. Shared power to vote or direct vote: 1,809,981

3. Sole power to dispose or direct the disposition: 1,945

4. Shared power to dispose or direct the disposition: 1,809,981

(c)

Mr. Feld 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.