INSULET CORP — Director's Dealing 2016

Feb 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2016-02-24

Reporting Person: Thomas Bradley A (EVP Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-24	Common Stock	A	10253	—	Acquired	47424	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-24	Employee Stock Option (Right to Buy)	$29.26	A	27985	Acquired	2026-02-24	Common Stock (27985)	Direct
2016-02-24	Employee Stock Option (Right to Buy)	$29.26	A	38246	Acquired	2026-02-24	Common Stock (38246)	Direct

Footnotes

F1: The 10,253 restricted stock units vest one-third of the total units on February 24, 2017, one-third of the total units on February 24, 2018 and one-third of the total units on February 24, 2019, subject to continued employment. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F2: Includes 12,122 restricted stock units granted on December 1, 2014, which vest one-half of the total units on December 1, 2016 and one-half of the total units on December 1, 2017; 12,304 restricted stock units granted on March 2, 2015, which vest one-third of the total units on March 2, 2016, one-third of the total units on March 2, 2017 and one-third of the total units on March 2, 2018; and 6,813 performance share units granted on April 1, 2015, which vest one-third of the total performance share units on April 1, 2016, one-third of the total performance share units vest on April 1, 2017 and one-third of the total performance share units vest on April 1, 2018, subject to continued employment. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F3: Includes 569 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan on December 31, 2015.

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.

F5: This option is subject to a three-year vesting period with one-third of the total award vesting one year after the grant date and the remainder vesting in equal quarterly installments each quarter thereafter for 8 quarters, subject to continued employment.