INSULET CORP — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2012-02-16

Reporting Person: Zakrzewski Joseph S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Common Stock	S	2000	$20.6711	Disposed	11000	Direct
2012-02-17	Common Stock	S	3000	$20.1977	Disposed	8000	Direct

Footnotes

F1: The price reported represents the weighed average sale price of the shares sold. The shares were sold at varying prices in the range of $20.67 to $20.6748 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.

F2: Includes 2,000 restricted stock units granted on June 1, 2010 which vest one-half of the total units on June 1, 2012 and one-half of the total units on June 1, 2013; and 4,000 restricted stock units granted on May 12, 2011 which vest one-half of the total units on April 30, 2012, one-fourth of the total units on April 30, 2013, and one-fourth of the total units on April 30, 2014. Vested shares will be delivered to the reporting person as soon as practiable following a vesting date.

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 $20.152 to $20.221 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.