INSULET CORP — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2012-10-01

Reporting Person: ROBERTS BRIAN K (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Common Stock	M	10000	$5.11	Acquired	87995	Direct
2012-10-01	Common Stock	S	10000	$21.554	Disposed	77995	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-01	Employee Stock Option (Right to Buy)	$5.11	M	10000	Disposed	2019-03-05	Common Stock (10000)	Direct

Footnotes

F1: Includes 8,000 restricted stock units granted on March 1, 2010 which vest on March 1, 2013; 16,000 restricted stock units granted on March 1, 2011 which vest one-half of the total units on March 1, 2013 and one-half the total units on March 1, 2014; 7,500 restricted stock units granted on March 1, 2011 which vest one-half of the total units on December 31, 2012 and one-half of the total units on December 31, 2013; and 25,000 restricted stock units granted on April 1, 2012 which vest one-quarter of the total units on April 1, 2013, one-quarter of the total units on April 1, 2014, one-quarter of the total units on April 1, 2015 and one-quarter of the total units on April 1, 2016. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2011.

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 $21.36 to $21.79. 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 information regarding the number of shares sold at each separate price.

F4: 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.