INSULET CORP — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2014-03-01

Reporting Person: DeSisto Duane (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	Common Stock	A	60000	—	Acquired	244293	Direct
2014-03-01	Common Stock	F	22840	$47.41	Disposed	221453	Direct
2014-03-03	Common Stock	M	20000	$6.83	Acquired	241453	Direct
2014-03-03	Common Stock	S	20000	$45.8049	Disposed	221453	Direct
2014-03-03	Common Stock	A	44000	—	Acquired	265453	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-03	Employee Stock Option (Right to Buy)	$47.32	A	29500	Acquired	2024-03-03	Common Stock (29500)	Direct
2014-03-03	Employee Stock Option (Right to Buy)	$6.83	M	20000	Disposed	2019-02-26	Common Stock (20000)	Direct

Footnotes

F1: The 60,000 performance share units were granted on March 1, 2013, and the Compensation Committee of the Board of Directors subsequently determined the performance share units were earned based on the performance of the Company. 20,000 performance share units vested on March 1, 2014, and the remaining 40,000 performance share units vest one-half of the total units on March 1, 2015 and one-half of the total units on March 1, 2016. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F2: Includes 52,500 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 45,000 restricted stock units granted on March 1, 2013, which vest one-third of the total units on March 1, 2015, one-third of the total units on March 1, 2016 and one-third 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.

F3: Includes an aggregate of 9,137 shares acquired under the Insulet Corporation Amended and Restated 2007 Employee Stock Purchase Plan on the following dates: 219 shares acquired on December 31, 2007; 694 shares acquired on June 30, 2008; 1,429 shares acquired on December 31, 2008; 1,431 shares acquired on June 30, 2009; 772 shares acquired on December 31, 2009; 749 shares acquired on June 30, 2010; 732 shares acquired on December 31, 2010; 532 shares acquired on June 30, 2011; 640 shares acquired on December 30, 2011; 580 shares acquired on June 29, 2012; 589 shares acquired on December 31, 2012; 410 shares acquired on June 28, 2013; and 360 shares acquired on December 31, 2013.

F4: This transaction represents the withholding of shares received upon the vesting of restricted stock units and performance share units to cover the associated tax obligations.

F5: Includes 52,500 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; 45,000 restricted stock units granted on March 1, 2013, which vest one-third of the total units on March 1, 2015, one-third of the total units on March 1, 2016 and one-third of the total units on March 1, 2017; and 40,000 performance share units granted on March 1, 2013, which vest one-half of the total units on March 1, 2015 and one-half of the total units on March 1, 2016. Vested shares will be delivered to the reporting person as soon as practiable following a vesting date.

F6: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2013.

F7: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $45.12 to $46.78. 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.

F8: The 44,000 restricted stock units 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.

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.