INSULET CORP — Director's Dealing 2018

May 31, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2018-05-30

Reporting Person: Spears Michael P (SVP, QA and RA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-30	Common Stock	M	8071	$29.87	Acquired	43742	Direct
2018-05-30	Common Stock	S	8071	$95.00	Disposed	35671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-30	Employee Stock Option (Right to Buy)	$29.87	M	8071	Disposed	2025-07-27	Common Stock (8071)	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2018, as amended on May 17, 2018.

F2: Includes 4,328 restricted stock units granted on February 22, 2017, which vest as to one-half of the total units on February 22, 2019 and one-half of the total units on February 22, 2020; 7,477 restricted stock units granted on July 27, 2015, which vest on July 27, 2018; 3,418 restricted stock units granted on February 24, 2016, which vest on February 24, 2019; 5,982 performance share units granted on February 24, 2016, which vest on February 24, 2019; and 4,027 restricted stock units granted on February 14, 2018, which vest as to one-third of the total units on February 14, 2019, one-third of the total units on February 14, 2020 and one-third of the total units on February 14, 2021, subject to continued employment. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

F3: 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.