INSULET CORP — Director's Dealing 2017

Mar 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2017-03-02

Reporting Person: Zakrzewski Joseph S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-02	Common Stock	M	9520	$18.75	Acquired	37369	Direct
2017-03-02	Common Stock	M	18480	$7.06	Acquired	55849	Direct
2017-03-02	Common Stock	M	4000	$14.48	Acquired	59849	Direct
2017-03-02	Common Stock	M	4000	$20.90	Acquired	63849	Direct
2017-03-02	Common Stock	M	4000	$17.75	Acquired	67849	Direct
2017-03-02	Common Stock	S	4000	$48.031	Disposed	63849	Direct
2017-03-02	Common Stock	S	13721	$46.3133	Disposed	50128	Direct
2017-03-02	Common Stock	S	22279	$46.9907	Disposed	27849	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-02	Stock Option (Right to Buy)	$18.75	M	9520	Disposed	2018-05-08	Common Stock (9520)	Direct
2017-03-02	Stock Option (Right to Buy)	$7.06	M	18480	Disposed	2019-07-30	Common Stock (18480)	Direct
2017-03-02	Stock Option (Right to Buy)	$14.48	M	4000	Disposed	2020-06-01	Common Stock (4000)	Direct
2017-03-02	Stock Option (Right to Buy)	$20.90	M	4000	Disposed	2021-05-12	Common Stock (4000)	Direct
2017-03-02	Stock Option (Right to Buy)	$17.75	M	4000	Disposed	2022-06-01	Common Stock (4000)	Direct

Footnotes

F1: Includes 3,810 restricted stock units granted on May 11, 2016, which vest on April 30, 2017; 1,000 restricted stock units granted on June 2, 2014, which vest on April 30, 2017; and 2,020 restricted stock units granted on May 13, 2015, which vest 50% of the total units on April 30, 2017 and 50% of the total units on April 30, 2018, subject to continued service as a director or consultant. Vested shares will be delivered to the reporting person as soon as practiable following a vesting date.

F2: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $45.65 to $46.645. 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.

F3: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $46.66 to $47.54. 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.

F4: This option is subject to a three-year vesting period with 50% of the total award vesting one year after the grant date, 25% of the total award vesting two years after the grant date and 25% of the total award vesting three years after the grant date, subject to continued service as a director or consultant.

F5: This option is subject to a three-year vesting period with 50% of the total award vesting on the first anniversary of the date of grant and 25% on each of the second and third anniversaries of the date of grant, subject to continued service as a director or consultant.

F6: This option shall vest as to 100% of the total award on April 30, 2017, subject to continued service as a director or consultant.

F7: This option is subject to a three-year vesting period with 50% of the total award vesting on April 30, 2013, 25% of the total award vesting on April 30, 2014 and 25% of the total award vesting on April 30, 2015, subject to continued service as a director or consultant.