Sec Form 4 Filing - ROBERTS BRIAN K @ INSULET CORP - 2012-04-01

Insider filing report for Changes in Beneficial Ownership
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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
ROBERTS BRIAN K
2. Issuer Name and Ticker or Trading Symbol
INSULET CORP [ PODD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O INSULET CORPORATION, 9 OAK PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2012
(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 04/01/2012 A 25,000 ( 2 ) A $ 0 77,995 ( 3 ) D
Common Stock 04/02/2012 M 30,000 A $ 5.11 107,995 ( 3 ) D
Common Stock 04/02/2012 S( 4 ) 30,000 D $ 19.3091 ( 5 ) 77,995 ( 3 ) 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
Employee Stock Option (Right to Buy) $ 19.14 04/01/2012 A 25,000 ( 1 ) 04/01/2022 Common Stock 25,000 $ 0 25,000 D
Employee Stock Option (Right to Buy) $ 5.11 04/02/2012 M 30,000 ( 1 ) 03/05/2019 Common Stock 30,000 $ 0 150,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROBERTS BRIAN K
C/O INSULET CORPORATION
9 OAK PARK DRIVE
BEDFORD, MA01730
Chief Financial Officer
Signatures
/s/ R. Anthony Diehl, attorney in fact 04/03/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )The 25,000 restricted stock units vest one-quarter of the total units on the first anniversary date of the grant and one-quarter each on the second, third and fourth anniversaries of the date of the grant. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.
( 3 )Includes 8,000 restricted stock units granted on March 1, 2010 which vest on March 1, 2013; 16,000 restricted stock units granted on March 1, 2011 which vest one-half of the total units on March 1, 2013 and one-half the total units on March 1, 2014; and 7,500 restricted stock units granted on March 1, 2011 which vest one-half of the total units on December 31, 2012 and one-half of the total units on December 31, 2013. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.
( 4 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2011.
( 5 )The price reported represents the weighed average sale price of the shares sold. The shares were sold at varying prices in the range of $19.07 to $19.64. 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).
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