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INSULET CORP Major Shareholding Notification 2010

Feb 16, 2010

30258_mrq_2010-02-16_92a0ce7d-073d-4c14-80b4-1271b5f0ccb2.zip

Major Shareholding Notification

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| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. )**

*Insulet Corporation*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*45784P101*

(CUSIP Number)

*December 31, 2009*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons Versant Venture Capital I, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 1,957,713 (2) |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 1,957,713 (2) |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,957,713 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 6.36% (3) | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) VVI-LLC serves as the general partner of VVC- I and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC-I. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons Versant Side Fund I, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 38,301 (2) |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 38,301 (2) |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 38,301 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 0.12% (3) | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) VVI-LLC serves as the general partner of VSF-I and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VSF-I. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons Versant Affiliates Fund I-A, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 42,557 (2) |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 42,557 (2) |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 42,557 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 0.14% (3) | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) VVI-LLC serves as the general partner of VAF-I-A and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VAF-I-A. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons Versant Affiliates Fund I-B, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 89,372 (2) |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 89,372 (2) |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 89,372 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 0.29% (3) | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) VVI-LLC serves as the general partner of VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons Versant Ventures I, LLC — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 2,127,943 (2) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 2,127,943 (2) |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,127,943 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 6.91% (3) | |
| 12. | Type of Reporting Person
(See Instructions) OO | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 1,957,713 shares held by VVC-I.; (ii) 38,301 shares held by VSF-1; (iii) 42,557 shares held by VAF-I-A; and (iv) 89,372 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons BRIAN G. ATWOOD — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 2,127,943 (2) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 2,127,943 (2) |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,127,943 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 6.91% (3) | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 1,957,713 shares held by VVC-I.; (ii) 38,301 shares held by VSF-1; (iii) 42,557 shares held by VAF-I-A; and (iv) 89,372 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons SAMUEL D. COLELLA — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 2,127,943 (2) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 2,127,943 (2) |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,127,943 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 6.91% (3) | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 1,957,713 shares held by VVC-I.; (ii) 38,301 shares held by VSF-1; (iii) 42,557 shares held by VAF-I-A; and (iv) 89,372 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons ROSS A. JAFFE, M.D. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 11,810 (2) |
| | 6. | Shared Voting Power 2,127,943 (3) |
| | 7. | Sole Dispositive Power 11,810 (2) |
| | 8. | Shared Dispositive Power 2,127,943 (3) |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,139,753 (2)(3) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 6.95% (4) | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of options to acquire 11,810 shares of Common Stock held by RAJ for the benefit of VVI-LLC.

(3) Includes: (i) 1,957,713 shares held by VVC-I.; (ii) 38,301 shares held by VSF-1; (iii) 42,557 shares held by VAF-I-A; and (iv) 89,372 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(4) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons WILLIAM J. LINK, Ph.D. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 2,127,943 (2) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 2,127,943 (2) |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,127,943 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 6.91% (3) | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 1,957,713 shares held by VVC-I.; (ii) 38,301 shares held by VSF-1; (iii) 42,557 shares held by VAF-I-A; and (iv) 89,372 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\105586\10-3707-4\task3924471\3707-4-ba.htm',USER='105586',CD='Feb 12 16:11 2010'

| 2. | Names of Reporting Persons DONALD B. MILDER — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 2,127,943 (2) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 2,127,943 (2) |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,127,943 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 6.91% (3) | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 1,957,713 shares held by VVC-I.; (ii) 38,301 shares held by VSF-1; (iii) 42,557 shares held by VAF-I-A; and (iv) 89,372 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

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| 2. | Names of Reporting Persons BARBARA N. LUBASH — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 2,127,943 (2) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 2,127,943 (2) |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,127,943 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 6.91% (3) | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 1,957,713 shares held by VVC-I.; (ii) 38,301 shares held by VSF-1; (iii) 42,557 shares held by VAF-I-A; and (iv) 89,372 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

12

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| 2. | Names of Reporting Persons REBECCA B. ROBERTSON — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x (1) |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 2,127,943 (2) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 2,127,943 (2) |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,127,943 (2) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row 9 6.91% (3) | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

(1) This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes: (i) 1,957,713 shares held by VVC-I.; (ii) 38,301 shares held by VSF-1; (iii) 42,557 shares held by VAF-I-A; and (iv) 89,372 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2009.

(3) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

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| Item 1(a). — Item 1(b). | Name of Issuer: INSULET CORPORATION — Address of Issuer’s
Principal Executive Offices 9 Oak Park Drive Bedford, MA 01730 | | | |
| --- | --- | --- | --- | --- |
| Item 2(a). | Name of Person Filing: Versant Venture Capital I, L.P. (“VVC-I”) Versant Side Fund I, L.P.
(“VSF-I”) Versant Affiliates Fund
I-A, L.P. (“VAF-I-A”) Versant Affiliates Fund
I-B, L.P. (“VAF-I-B”) Versant Ventures I, LLC
(“VVI-LLC”) Brian G. Atwood (“BGA”) Samuel D. Colella (“SDC”) Ross A. Jaffe (“RAJ”) William J. Link (“WJL”) Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) Rebecca B. Robertson
(“RBR”) | | | |
| Item 2(b). | Address of Principal
Business Office or, if none, Residence: Versant Ventures 3000 Sand Hill Road,

4-210 Menlo Park, CA 94025 | | | |

| Item 2(c). | Citizenship: | | | |
| | Entities: | VVC-I | - | Delaware,
United States of America |
| | | VSF-1 | - | Delaware,
United States of America |
| | | VAF-1-A | - | Delaware,
United States of America |
| | | VAF-1-B | - | Delaware,
United States of America |
| | | VVI-LLC | - | Delaware,
United States of America |
| | Individuals: | BGA | - | United
States of America |
| | | SDC | - | United
States of America |
| | | RAJ | - | United
States of America |
| | | WJL | - | United
States of America |
| | | DBM | - | United
States of America |
| | | BNL | - | United
States of America |
| | | RBR | - | United
States of America |

Item 2(d).
Item 2(e). CUSIP Number: 45784P101
Item 3. If this statement is filed pursuant
to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is
a:
Not Applicable

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| Item 4. |
| --- |
| Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1. |

| Versant Entities | Shares
Held Directly | Sole
Voting Power | Shared
Voting Power | Sole
Dispositive Power | Shared
Dispositive Power | Beneficial Ownership | Percentage
of Class (2) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| VVC-1 | 1,957,713 | 1,957,713 | 0 | 1,957,713 | 0 | 1,957,713 | 6.36 % |
| VSF-1 | 38,301 | 38,301 | 0 | 38,301 | 0 | 38,301 | 0.12 % |
| VAF-I-A | 42,557 | 42,557 | 0 | 42,557 | 0 | 42,557 | 0.14 % |
| VAF-I-B | 89,372 | 89,372 | 0 | 89,372 | 0 | 89,372 | 0.29 % |
| VVI-LLC | 0 | 0 | 2,127,943 | 0 | 2,127,943 | 2,127,943 | 6.91 % |
| BGA | 0 | 0 | 2,127,943 | 0 | 2,127,943 | 2,127,943 | 6.91 % |
| SDC | 0 | 0 | 2,127,943 | 0 | 2,127,943 | 2,127,943 | 6.91 % |
| RAJ | 11,810 | 11,810 | 2,127,943 | 11,810 | 2,127,943 | 2,139,753 | 6.95 % |
| WJL | 0 | 0 | 2,127,943 | 0 | 2,127,943 | 2,127,943 | 6.91 % |
| DBM | 0 | 0 | 2,127,943 | 0 | 2,127,943 | 2,127,943 | 6.91 % |
| BNL | 0 | 0 | 2,127,943 | 0 | 2,127,943 | 2,127,943 | 6.91 % |
| RBR | 0 | 0 | 2,127,943 | 0 | 2,127,943 | 2,127,943 | 6.91 % |

(1) VVI-LLC serves as the general partner of VVC-I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ, WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC. None of BGA, SDC, RAJ, WJL, DBM, BNL and RBR owns no securities of the Issuer directly.

(2) This percentage is calculated based upon 30,793,863 shares of the Issuer’s common stock outstanding as of October 22, 2009 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on October 26, 2009.

| Item 5. | Ownership of 5 Percent or Less of a
Class |
| --- | --- |
| If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the
following o . | |
| Item 6. | Ownership of More than 5 Percent on
Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person. |
| Not applicable | |
| Item 8. | Identification and Classification
of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of a Group |
| Not applicable | |
| Item 10. | Certification |
| Not applicable | |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated:
February 12, 2010 | |
| --- | --- |
| Versant Affiliates Fund I-A, L.P. | |
| By: | Versant Ventures I, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| | Authorized
Representative |
| Versant Affiliates Fund I-B, L.P. | |
| By: | Versant Ventures I, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| | Authorized
Representative |
| Versant Side Fund I, L.P. | |
| By: | Versant Ventures I, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| | Authorized
Representative |
| Versant Venture Capital I, L.P. | |
| By: | Versant Ventures I, LLC |
| Its: | General Partner |
| By: | /s/ Robin L. Praeger |
| | Authorized
Representative |
| Versant Ventures I, LLC | |
| By: | /s/ Robin L. Praeger |
| | Managing Member |
| /s/ Robin L. Praeger as
attorney in fact | |
| Brian G. Atwood | |
| /s/ Robin L. Praeger as
attorney in fact | |
| Samuel D. Colella | |
| /s/ Robin L. Praeger as
attorney in fact | |
| Ross A. Jaffe | |
| /s/ Robin L. Praeger as
attorney in fact | |
| William J. Link | |
| /s/ Robin L. Praeger as
attorney in fact | |
| Donald B. Milder | |
| /s/ Robin L. Praeger as
attorney in fact | |
| Barbara N. Lubash | |
| /s/ Robin L. Praeger as
attorney in fact | |
| Rebecca B. Robertson | |

16

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*EXHIBIT A*

*JOINT FILING STATEMENT*

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) related to the Common Stock of Insulet Corporation is filed on behalf of each of us.

Dated: February 12, 2010
Versant Affiliates Fund I-A,
L.P.
By: Versant
Ventures I, LLC
Its: General
Partner
By: /s/
Robin L. Praeger
Authorized
Representative
Versant Affiliates Fund I-B,
L.P.
By: Versant
Ventures I, LLC
Its: General
Partner
By: /s/
Robin L. Praeger
Authorized
Representative
Versant Side Fund I, L.P.
By: Versant
Ventures I, LLC
Its: General
Partner
By: /s/
Robin L. Praeger
Authorized
Representative
Versant Venture Capital I, L.P.
By: Versant
Ventures I, LLC
Its: General
Partner
By: /s/
Robin L. Praeger
Authorized
Representative
Versant Ventures I, LLC
By: /s/
Robin L. Praeger
Managing
Member
/s/ Robin L. Praeger as attorney in fact
Brian G. Atwood
/s/ Robin L. Praeger as attorney in fact
Samuel D. Colella
/s/ Robin L. Praeger as attorney in fact
Ross A. Jaffe
/s/ Robin L. Praeger as attorney in fact
William J. Link
/s/ Robin L. Praeger as attorney in fact
Donald B. Milder
/s/ Robin L. Praeger as attorney in fact
Barbara N. Lubash
/s/ Robin L. Praeger as attorney in fact
Rebecca B. Robertson

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