INSULET CORP — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2014-03-06

Reporting Person: Wielinski Tracey Haas (VP, Global Regulatory, CA, QA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-06	Common Stock	M	5000	$23.27	Acquired	32275	Direct
2014-03-06	Common Stock	S	7275	$49.1021	Disposed	25000	Direct
2014-03-06	Common Stock	S	1000	$49.98	Disposed	24000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-06	Employee Stock Option (Right to Buy)	$23.27	M	5000	Disposed	2023-02-01	Common Stock (5000)	Direct

Footnotes

F1: Includes 15,000 restricted stock units granted on February 1, 2013, which vest one-third of the total units on February 1, 2015, one-third of the total units on February 1, 2016 and one-third of the total units on February 1, 2017, subject to continued employment; and 9,000 restricted stock units granted on March 3, 2014 which vest one-third of the total units on March 3, 2015, one-third of the total units on March 3, 2016, and one-third of the total units on March 3, 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 December 10, 2013.

F3: The price reported represents the weighted average sales price of the shares sold. The shares were sold at varying prices in the range of $48.60 to $49.64. 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: 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.