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INSULET CORP Director's Dealing 2011

Mar 3, 2011

30258_dirs_2011-03-03_4069a81f-0a58-470d-bcec-35248877fb74.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DeSisto Duane (Director, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-01 Common Stock A 40000 Acquired 86026 Direct
2011-03-01 Common Stock F 5567 $17.49 Disposed 80459 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 40000 Acquired 2021-03-01 Common Stock (40000) Direct

Footnotes

F1: 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.

F2: The 40,000 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.

F3: Includes 26,667 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.

F4: Includes an aggregate of 6,026 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan on the following dates: 219 shares acquired on December 31, 2007; 694 shares acquired on June 30, 2008; 1,429 shares acquired on December 31, 2008; 1,431 shares acquired on June 30, 2009; 772 shares acquired on December 31, 2009; 749 shares acquired on June 30, 2010; and 732 shares acquired on December 31, 2010.

F5: This transaction represents the withholding of shares received upon the vesting of restricted stock units to cover the associated tax obligations.