INSULET CORP — Director's Dealing 2011

Mar 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2011-03-24

Reporting Person: BOESS CARSTEN (Vice President, International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-24	Common Stock	M	31396	$8.04	Acquired	50337	Direct
2011-03-24	Common Stock	S	31396	$19.5064	Disposed	18941	Direct
2011-03-25	Common Stock	M	15900	$8.04	Acquired	34841	Direct
2011-03-25	Common Stock	S	15900	$19.7645	Disposed	18941	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-24	Employee Stock Option (Right to Buy)	$8.04	M	31396	Disposed	2016-06-01	Common Stock (31396)	Direct
2011-03-25	Employee Stock Option (Right to Buy)	$8.04	M	15900	Disposed	2016-06-01	Common Stock (15900)	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 monthly installments each month thereafter for 36 months, subject to continued employment.

F2: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $19.50 to $19.5750. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

F3: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $19.54 to $19.90. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

F4: Includes 6,667 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; and 10,000 restricted stock units granted on March 1, 2011 which vest one-third of the total units on March 1, 2012 and one-third each on March 1, 2013 and March 1, 2014. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F5: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 4, 2010.