Sec Form 4/A Filing - DeSisto Duane @ INSULET CORP - 2012-04-01

FORM 4/A 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 DeSisto Duane 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (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) 04/03/2012 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 70,000 ( 3 ) A $ 0 140,497 ( 4 ) ( 5 ) D Common Stock 04/02/2012 M 2,235 A $ 3.6 160,497 ( 4 ) ( 5 ) D Common Stock 04/02/2012 M 17,765 A $ 2.5 158,262 ( 4 ) ( 5 ) D Common Stock 04/02/2012 S( 6 ) 20,000 D $ 19.3538 ( 7 ) 140,497 ( 4 ) ( 5 ) 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 70,000 ( 1 ) 04/01/2022 Common Stock 70,000 $ 0 70,000 D Employee Stock Option (Right to Buy) $ 3.6 04/02/2012 M 2,235 ( 2 ) 02/09/2015 Common Stock 2,235 $ 0 265,527 D Employee Stock Option (Right to Buy) $ 2.5 04/02/2012 M 17,765 ( 2 ) 02/23/2014 Common Stock 17,765 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeSisto Duane C/O INSULET CORPORATION 9 OAK PARK DRIVE BEDFORD, MA01730 X President and CEO Signatures /s/ R. Anthony Diehl, attorney in fact 04/04/2012 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 )This option may be exercised at any time, whether vested or not, but, upon termination of employment, we may repurchase any unvested shares at the exercise price paid for the shares. 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 monthly installments each month thereafter for 36 months, subject to continued employment. ( 3 )The 70,000 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. ( 4 )Includes 13,334 restricted stock units granted on March 1, 2010 which vest on March 1, 2013; and 26,667 restricted stock units granted on March 1, 2011 which vest one-half each on March 1, 2013 and March 1, 2014. Vested shares will be delivered to the reporting person as soon as practiable following a vesting date. ( 5 )Includes an aggregate of 7,198 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan on the following dates: 219 shares acquired on December 31, 2007; 694 shares acquired on June 30, 2008; 1,429 shares acquired on December 31, 2008; 1,431 shares acquired on June 30, 2009; 772 shares acquired on December 31, 2009; 749 shares acquired on June 30, 2010; 732 shares acquired on December 31, 2010; 532 shares acquired on June 30, 2011; and 640 shares acquired on December 30, 2011. ( 6 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2011. ( 7 )The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $19.055 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 information regarding the number of shares sold at each separate price.

Remarks: A Form 4 (the "Original Form 4") was timely filed by the reporting person on April 3, 2012, which incorrectly reflected (i) that on April 1, 2012, Mr. DeSisto was granted an Employee Stock Option (Right to Buy) of 60,000 shares at an exercise price of $19.14 and (ii) that on April 1, 2012 Mr. DeSisto was granted an award of 60,000 restricted stock units. This Form 4/A is being filed to correct the Original Form 4 to reflect (i) that on April 1, 2012, Mr. DeSisto was granted an Employee Stock Option (Right to Buy) of 70,000 shares at an exercise price of $19.14 and (ii) that on April 1, 2012 Mr. DeSisto was granted an award of 70,000 restricted stock units.

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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