Sec Form 4 Filing - LIAMOS CHARLES T @ INSULET CORP - 2013-12-02

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 LIAMOS CHARLES T 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) Chief Operating Officer (Last) (First) (Middle) C/O INSULET CORPORATION, 9 OAK PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/02/2013 (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 12/02/2013 M 19,035 A $ 4.86 137,229 ( 1 ) ( 2 ) D Common Stock 12/02/2013 M 3,810 A $ 18.75 141,039 ( 1 ) ( 2 ) D Common Stock 12/02/2013 M 8,000 A $ 7.06 149,039 ( 1 ) ( 2 ) D Common Stock 12/02/2013 M 4,000 A $ 14.48 153,039 ( 1 ) ( 2 ) D Common Stock 12/02/2013 M 27,363 A $ 15.82 180,402 ( 1 ) ( 2 ) D Common Stock 12/02/2013 S( 3 ) 62,208 D $ 36.2619 ( 4 ) 118,194 ( 1 ) ( 2 ) D Common Stock 12/03/2013 M 1,600 A $ 15.82 119,794 ( 1 ) ( 2 ) D Common Stock 12/03/2013 S( 3 ) 1,600 D $ 35.9975 ( 5 ) 118,194 ( 1 ) ( 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 Stock Option (Right to Buy) $ 4.86 12/02/2013 M 19,035 ( 6 ) 12/09/2015 Common Stock 19,035 $ 0 0 D Stock Option (Right to Buy) $ 18.75 12/02/2013 M 3,810 ( 7 ) 05/08/2018 Common Stock 3,810 $ 0 0 D Stock Option (Right to Buy) $ 7.06 12/02/2013 M 8,000 ( 8 ) 07/30/2019 Common Stock 8,000 $ 0 0 D Stock Option (Right to Buy) $ 14.48 12/02/2013 M 4,000 ( 8 ) 06/01/2020 Common Stock 4,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 15.82 12/02/2013 M 27,363 ( 9 ) 01/10/2021 Common Stock 27,363 $ 0 122,637 D Employee Stock Option (Right to Buy) $ 15.82 12/03/2013 M 1,600 ( 9 ) 01/10/2021 Common Stock 1,600 $ 0 121,037 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIAMOS CHARLES T C/O INSULET CORPORATION 9 OAK PARK DRIVE BEDFORD, MA01730 X Chief Operating Officer Signatures /s/ R. Anthony Diehl, attorney in fact 12/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 33,334 restricted stock units granted on January 10, 20 11 which vest on December 31, 2013; 24,000 restricted stock units granted on April 1, 2012 which vest one-third of the total units on April 1, 2014, one-third of the total units on April 1, 2015 and one-third of the total units on April 1, 2016; and 30,000 restricted stock units granted on March 1, 2013 which vest one-quarter of the total units on March 1, 2014, one-quarter of the total units on March 1, 2015, one-quarter of the total units on March 1, 2016 and one-quarter of the total units on March 1, 2017. Vested shares will be delivered to the reporting person as soon as practicable following avesting date. ( 2 )Includes an aggregate of 960 shares acquired under the Insulet Corporation Amended and Restated 2007 Employee Stock Purchase Plan on the following dates: 357 shares acquired on June 29, 2012; 360 shares acquired on December 31, 2012; and 243 shares acquired on June 28, 2013. ( 3 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 15, 2013. ( 4 )The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $35.93 to $37.07. 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. ( 5 )The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $35.97 to $36.01. 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. ( 6 )This option is subject to a three-year vesting period, with 50% of the total award vesting one year after the grant date, 25% of the total award vesting two years after the grant date and 25% of the total award vesting three years after the grant date, subject to continued service as a director or consultant. ( 7 )This option is subject to a three-year vesting period with 50% of the total award vesting one year after the grant date, 25% of the total award vesting two years after the grant date and 25% of the total award vesting three years after the grant date, subject to continued service as a director or consultant. ( 8 )This option is subject to a three-year vesting period with 50% of the total award vesting on the first anniversary of the date of grant and 25% on each of the second and third anniversaries of the date of grant, subject to continued service as a director or consultant. ( 9 )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.

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