INSULET CORP — Director's Dealing 2013

Dec 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2013-12-02

Reporting Person: LIAMOS CHARLES T (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-02	Common Stock	M	19035	$4.86	Acquired	137229	Direct
2013-12-02	Common Stock	M	3810	$18.75	Acquired	141039	Direct
2013-12-02	Common Stock	M	8000	$7.06	Acquired	149039	Direct
2013-12-02	Common Stock	M	4000	$14.48	Acquired	153039	Direct
2013-12-02	Common Stock	M	27363	$15.82	Acquired	180402	Direct
2013-12-02	Common Stock	S	62208	$36.2619	Disposed	118194	Direct
2013-12-03	Common Stock	M	1600	$15.82	Acquired	119794	Direct
2013-12-03	Common Stock	S	1600	$35.9975	Disposed	118194	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-02	Stock Option (Right to Buy)	$4.86	M	19035	Disposed	2015-12-09	Common Stock (19035)	Direct
2013-12-02	Stock Option (Right to Buy)	$18.75	M	3810	Disposed	2018-05-08	Common Stock (3810)	Direct
2013-12-02	Stock Option (Right to Buy)	$7.06	M	8000	Disposed	2019-07-30	Common Stock (8000)	Direct
2013-12-02	Stock Option (Right to Buy)	$14.48	M	4000	Disposed	2020-06-01	Common Stock (4000)	Direct
2013-12-02	Employee Stock Option (Right to Buy)	$15.82	M	27363	Disposed	2021-01-10	Common Stock (27363)	Direct
2013-12-03	Employee Stock Option (Right to Buy)	$15.82	M	1600	Disposed	2021-01-10	Common Stock (1600)	Direct

Footnotes

F1: Includes 33,334 restricted stock units granted on January 10, 2011 which vest on December 31, 2013; 24,000 restricted stock units granted on April 1, 2012 which vest one-third of the total units on April 1, 2014, one-third of the total units on April 1, 2015 and one-third of the total units on April 1, 2016; and 30,000 restricted stock units granted on March 1, 2013 which vest one-quarter of the total units on March 1, 2014, one-quarter of the total units on March 1, 2015, one-quarter of the total units on March 1, 2016 and one-quarter of the total units on March 1, 2017. Vested shares will be delivered to the reporting person as soon as practicable following avesting date.

F2: Includes an aggregate of 960 shares acquired under the Insulet Corporation Amended and Restated 2007 Employee Stock Purchase Plan on the following dates: 357 shares acquired on June 29, 2012; 360 shares acquired on December 31, 2012; and 243 shares acquired on June 28, 2013.

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 15, 2013.

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 $35.93 to $37.07. 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: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $35.97 to $36.01. 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.

F6: This option is subject to a three-year vesting period, with 50% of the total award vesting one year after the grant date, 25% of the total award vesting two years after the grant date and 25% of the total award vesting three years after the grant date, subject to continued service as a director or consultant.

F7: This option is subject to a three-year vesting period with 50% of the total award vesting one year after the grant date, 25% of the total award vesting two years after the grant date and 25% of the total award vesting three years after the grant date, subject to continued service as a director or consultant.

F8: This option is subject to a three-year vesting period with 50% of the total award vesting on the first anniversary of the date of grant and 25% on each of the second and third anniversaries of the date of grant, subject to continued service as a director or consultant.

F9: 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.