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

Page 18 of 20 – SEC Filing

K.	Messrs. Smith and Mitchell

(a)

Each of Messrs. Smith and Mitchell, 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: 0

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

3. Sole power to dispose or direct the disposition: 0

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

(c)

None of Messrs. Smith or Mitchell has 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.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.