INSULET CORP — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2012-03-01

Reporting Person: DePietro Ruthann (Vice President of Quality)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	F	1694	$19.53	Disposed	12135	Direct
2012-03-01	Common Stock	M	1006	$5.94	Acquired	13141	Direct
2012-03-01	Common Stock	S	1000	$19.71	Disposed	12141	Direct
2012-03-01	Common Stock	S	6	$20.00	Disposed	12135	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Employee Stock Option (Right to Buy)	$5.94	M	1006	Disposed	2016-03-06	Common Stock (1006)	Direct

Footnotes

F1: This option may be exercised at any time, whether vested or not, but, upon termination of employment, we may repurchase any unvested shares at the exercise price paid for the shares. 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.

F2: This transaction represents the withholding of shares received upon the vesting of restricted stock units to cover the associated tax obligations.

F3: Includes 2,667 restricted stock units granted on March 1, 2010 which vest on March 1, 2013; and 5,334 restricted stock units granted on March 1, 2011 which vest one-half of the total units on March 1, 2013 and March 1, 2014. Vested shares will be delivered to the reporting person as soon as practiable following a vesting date.

F4: Includes an aggregate of 495 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; and 40 shares acquired on December 30, 2011.

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 15, 2011.

F6: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 16, 2011.