UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 22, 2013
Insperity, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-13998
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76-0479645
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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19001 Crescent Springs Drive
Kingwood, Texas 77339
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (281) 358-8986
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01.
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Regulation FD Disclosure.
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On May 22, 2013, Paul J. Sarvadi, Chairman of the Board and Chief Executive Officer, established a new structured, prearranged trading plan (“New Plan”) to sell a portion of his Insperity common shares and exercise options over a six month period in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Mr. Sarvadi’s most recent trading plan, which was scheduled to expire in June 2013, was terminated in connection with the establishment of the New Plan.
Under the New Plan, Mr. Sarvadi may sell a maximum of 176,591 shares, of which 34,091 represent shares to be acquired in connection with the exercise of stock options, at predetermined stock prices ranging from approximately $30 to $50. These shares represent approximately 9.6% of Mr. Sarvadi’s current common stock and stock option holdings.
The New Plan has been initiated during the company’s open window for insider transactions.
Rule 10b5-1 permits the implementation of a written plan for selling stock at times when insiders are not in possession of material nonpublic information, and allows them to sell stock on a regular basis and in a non-discretionary manner, regardless of any subsequent material nonpublic information they receive.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INSPERITY, INC.
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| By: | /s/ Daniel D. Herink | |
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Daniel D. Herink
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Senior Vice President of Legal,
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General Counsel and Secretary
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Date: May 23, 2013
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