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: ROBERTS BRIAN K (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	A	24000	—	Acquired	48000	Direct
2011-03-01	Common Stock	A	15000	—	Acquired	63000	Direct
2011-03-01	Common Stock	F	2541	$17.49	Disposed	60459	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	24000	Acquired	2021-03-01	Common Stock (24000)	Direct

Footnotes

F1: The 24,000 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: The 15,000 restricted stock units vest 7,500 units on December 31, 2011, 3,750 units on December 31, 2012 and 3,750 units on December 31, 2013. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F3: 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.

F4: This transaction represents the withholding of shares received upon the vesting of restricted stock units to cover the associated tax obligations.

F5: Includes 16,000 restricted stock units granted on March 1, 2010 which vest one-half of the total units 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.