INSULET CORP — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2011-02-02

Reporting Person: BOESS CARSTEN (Vice President, International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	Common Stock	M	7072	$6.83	Acquired	17072	Direct
2011-02-02	Common Stock	M	24741	$8.04	Acquired	41813	Direct
2011-02-02	Common Stock	S	31813	$17.5064	Disposed	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-02	Employee Stock Option (Right to Buy)	$6.83	M	7072	Disposed	2019-02-26	Common Stock (7072)	Direct
2011-02-02	Employee Stock Option (Right to Buy)	$8.04	M	24741	Disposed	2016-06-01	Common Stock (24741)	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: 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.

F3: The price reported represents the weighed average sale price of the shares sold. The shares were sold at varying prices in the range of $17.50 to $17.60. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities Exchange Commission, the Issuer or a security holder of the Issuer, to provide full informaiton regarding the number of shares sold at each separate price.

F4: Includes 10,000 restricted stock units granted on March 1, 2010 which vest one-third of the total units of 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.

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.