INSULET CORP — Director's Dealing 2013

Nov 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2013-11-15

Reporting Person: ROBERTS BRIAN K (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-15	Common Stock	M	20000	$5.11	Acquired	119216	Direct
2013-11-15	Common Stock	S	7500	$35.245	Disposed	111716	Direct
2013-11-15	Common Stock	S	8500	$36.409	Disposed	103216	Direct
2013-11-15	Common Stock	S	4000	$36.873	Disposed	99216	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-15	Employee Stock Option (Right to Buy)	$5.11	M	20000	Disposed	2019-03-05	Common Stock (20000)	Direct

Footnotes

F1: Includes 8,000 restricted stock units granted on March 1, 2011 which vest on March 1, 2014; 3,750 restricted stock units granted on March 1, 2011 which vest on December 31, 2013; 18,750 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 a vesting date.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 17, 2013.

F3: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $34.75 to $35.75. 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 information regarding the number of shares sold at each separate price.

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 $35.77 to $36.77. 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 information 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 $36.775 to $37.12. 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 information regarding the number of shares sold at each separate price.

F6: 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.