INSULET CORP — Director's Dealing 2012

Aug 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2012-08-09

Reporting Person: DePietro Ruthann (Vice President of Quality)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-09	Common Stock	M	5000	$6.83	Acquired	23351	Direct
2012-08-09	Common Stock	S	5000	$20.00	Disposed	18351	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-09	Employee Stock Option (Right to Buy)	$6.83	M	5000	Disposed	2019-02-26	Common Stock (5000)	Direct

Footnotes

F1: Includes an aggregate of 531 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan: 20 shares acquired on December 31, 2007; 48 shares acquired on June 30, 2008; 100 shares acquired on December 31, 2008; 99 shares acquired on June 30, 2009; 53 shares acquired on December 31, 2009; 51 shares acquired on June 30, 2010; 49 shares acquired on December 31, 2010; 35 shares acquired on June 30, 2011; 40 shares acquired on December 30, 2011; and 36 shares acquired on June 29, 2012.

F2: Includes 2,667 restricted stock units granted on March 1, 2010 which vest on March 1, 2013; 5,334 restricted stock units granted on March 1, 2011 which vest one-half of the total units on March 1, 2013 and one-half of the total units on March 1, 2014; and 8,000 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 practiable following a vesting date.

F3: The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the reporting person on March 7, 2012.

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.