INSULET CORP — Director's Dealing 2018

May 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2018-05-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-18	Common Stock	S	7674	$87.759	Disposed	35771	Direct
2018-05-18	Common Stock	S	100	$88.38	Disposed	35671	Direct

Footnotes

F1: The sales 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: The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $87.31 to $88.26. 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: 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.