INSULET CORP — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2011-03-01

Reporting Person: Diehl R Anthony (Secretary and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	A	18000	—	Acquired	35249	Direct
2011-03-01	Common Stock	F	1694	$17.49	Disposed	33555	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Employee Stock Option (Right to Buy)	$17.49	A	18000	Acquired	2021-03-01	Common Stock (18000)	Direct

Footnotes

F1: The 18,000 restricted stock units vest one-third of the total units on the first anniversary date of the grant and one-third each on the second and third anniversaries of the date of the grant. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F2: This option is subject to a four-year vesting period, with 25% of the total award vesting one year after the grant date and the remainder vesting in equal quarterly installments each quarter thereafter for 12 quarters, subject to continued employment.

F3: This transaction represents the withholding of shares received upon the vesting of restricted stock units to cover the associated tax obligations.

F4: Includes an aggregate of 1,249 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan on the following dates: 400 shares acquired on December 31, 2007; and 849 shares acquired on June 30, 2008.

F5: Includes 10,667 restricted stock units granted on March 1, 2010 which vest one-half of the total units on March 1, 2012 and one-half on March 1, 2013. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.