INSULET CORP — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock	F	17084	$37.10	Disposed	101316	Direct
2014-01-02	Common Stock	M	46300	$15.82	Acquired	147616	Direct
2014-01-02	Common Stock	S	46300	$35.9359	Disposed	101316	Direct
2014-01-03	Common Stock	M	3700	$15.82	Acquired	105016	Direct
2014-01-03	Common Stock	M	12000	$19.14	Acquired	117016	Direct
2014-01-03	Common Stock	S	39700	$36.1159	Disposed	77316	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Employee Stock Option (Right to Buy)	$15.82	M	46300	Disposed	2021-01-10	Common Stock (46300)	Direct
2014-01-03	Employee Stock Option (Right to Buy)	$15.82	M	3700	Disposed	2021-01-10	Common Stock (3700)	Direct
2014-01-03	Employee Stock Option (Right to Buy)	$19.14	M	12000	Disposed	2022-04-01	Common Stock (12000)	Direct

Footnotes

F1: This transaction represents the withholding of shares received upon the vesting of restricted stock units to cover the associated tax obligations.

F2: Includes 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.

F3: Includes an aggregate of 1,166 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; 243 shares acquired on June 28, 2013; and 206 shares acquired on December 31, 2013.

F4: 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.

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 $35.52 to $36.62. 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: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $35.83 to $36.28. 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.

F7: 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.