INSULET CORP — Director's Dealing 2016

Feb 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2016-02-23

Reporting Person: SULLIVAN PATRICK J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-23	Common Stock	A	45648	—	Acquired	130075	Direct

Footnotes

F1: The 45,648 performance share units were granted on April 1, 2015, and the Compensation Committee of the Board of Directors determined on February 23, 2016 that the performance share units were earned based on the performance of the Company. The full award remains subject to time-based vesting in accordance with the following schedule: one-third of the performance share units vest on April 1, 2016, one-third of the performance share units vest on April 1, 2017 and one-third of the performance share units vest on April 1, 2018. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F2: Includes 43,650 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. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F3: Includes 777 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan on December 31, 2015.