INSULET CORP — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSULET CORP (PODD)
CIK: 0001145197
Period of Report: 2018-03-14

Reporting Person: SULLIVAN PATRICK J (Director, CEO and Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-14	Common Stock	J	59084	$84.625	Acquired	329516	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28336	Indirect

Footnotes

F1: On March 14, 2018, the reporting person withdrew 59,084 shares of Insulet Corporation common stock from a grantor retained annuity trust. In exchange for the shares, the reporting person contributed to the trust $5 million in cash and other assets. The withdrawal of shares from the trust resulted in a decrease in the number of shares the reporting person beneficially owns indirectly through the trust and a corresponding increase in the number of shares the reporting person beneficially owns directly. The reporting person believes that his withdrawal of shares from the trust constitutes a change in form of beneficial ownership of the shares exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

F2: Includes 15,216 performance share units granted on April 1, 2015, which vest on April 1, 2018; 14,240 restricted stock units granted on February 24, 2016, which vest on February 24, 2019; 12,022 restricted stock units granted on February 22, 2017, which vest one-half of the total units on February 22, 2019 and one-half of the total units on February 22, 2020; 51,266 performance share units granted on February 24, 2016, which vest on February 24, 2019; and 12,081 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. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.