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: Diehl R Anthony (Secretary and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	Common Stock	A	12000	—	Acquired	63371	Direct
2014-03-01	Common Stock	F	4347	$47.41	Disposed	59024	Direct
2014-03-03	Common Stock	A	8000	—	Acquired	67024	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	5500	Acquired	2024-03-03	Common Stock (5500)	Direct

Footnotes

F1: The 12,000 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. 4,000 performance share units vested on March 1, 2014, and the remaining 8,000 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 15,000 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 9,375 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 1,249 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan on the following dates: 400 shares acquired on December 31, 2007; and 849 shares acquired on June 30, 2008.

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 15,000 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; 9,375 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 8,000 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 practicable following a vesting date.

F6: The 8,000 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.

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.