INSULET CORP — Director's Dealing 2012

Dec 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2012-12-17

Reporting Person: Diehl R Anthony (Secretary and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-17	Common Stock	M	25836	$6.83	Acquired	75791	Direct
2012-12-17	Common Stock	S	25836	$21.5752	Disposed	49955	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-17	Employee Stock Option (Right to Buy)	$6.83	M	25836	Disposed	2019-02-26	Common Stock (25836)	Direct

Footnotes

F1: Includes 5,334 restricted stock units granted on March 1, 2010 which vest on March 1, 2013; 12,000 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 20,000 restricted stock units granted on April 1, 2012 which vest one-quarter of the total units on the first anniversary date of the grant and one-quarter each on the second, third and fourth anniversaries of the date of grant. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F2: Includes an aggregate of 1,249 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan on the following dates: 400 shares acquired on December 31, 2007; and 849 shares acquired on June 30, 2008.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 14, 2012.

F4: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $21.47 to $21.84. 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.

F5: 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.