INSULET CORP — Director's Dealing 2014

Feb 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2014-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock	M	20000	$6.83	Acquired	204293	Direct
2014-02-03	Common Stock	S	20000	$42.9545	Disposed	184293	Direct

Derivative Transactions

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

Footnotes

F1: Includes 13,334 restricted stock units granted on March 1, 2011 which vest on March 1, 2014; 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 60,000 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 practiable following a vesting date.

F2: 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.

F3: 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.

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 $42.40 to $43.49. 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: 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.