Sec Form 4 Filing - Zakrzewski Joseph S @ INSULET CORP - 2012-02-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Zakrzewski Joseph S 2. Issuer Name and Ticker or Trading Symbol INSULET CORP [ PODD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INSULET CORPORATION, 9 OAK PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2012 (Street) BEDFORD, MA01730 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/16/2012 S 2,000 D $ 20.6711 ( 1 ) 11,000 ( 2 ) D Common Stock 02/17/2012 S 3,000 D $ 20.1977 ( 3 ) 8,000 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zakrzewski Joseph S C/O INSULET CORPORATION 9 OAK PARK DRIVE BEDFORD, MA01730 X Signatures /s/ R. Anthony Diehl, attorney in fact 02/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported represents the weighed average sale price of the shares sold. The shares were sold at varying prices in the range of $20.67 to $20.6748 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 informaiton regarding the number of shares sold at each separate price. ( 2 )Includes 2,000 restricted stock units granted on June 1, 2010 which vest one-half of the total units on June 1, 2012 and one-half of the total units on June 1, 2013; and 4,000 restricted stock units granted on May 12, 2011 which vest one-half of the total units on April 30, 2012, one-fourth of the total units on April 30, 2013, and one-fourth of the total units on April 30, 2014. Vested shares will be delivered to the reporting person as soon as practiable following a vesting date. ( 3 )The price reported represents the weighed average sale price of the shares sold. The shares were sold at varying prices in the range of $20.152 to $20.221 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 informaiton regarding the number of shares sold at each separate price.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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