Sec Form 5 Filing - PRISM VENTURE PARTNERS III LP @ INSULET CORP - 2007-12-31

FORM 5 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person PRISM VENTURE PARTNERS III LP 2. Issuer Name and Ticker or Trading Symbol INSULET CORP [ PODD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 117 KENDRICK STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2007 (Street) NEEDHAM, MA02494 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/06/2007 S V 1,011,795 ( 1 ) D $ 23.25 2,567,242 D ( 2 )

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 PRISM VENTURE PARTNERS III LP 117 KENDRICK STREET SUITE 200 NEEDHAM, MA02494 X Prism Investment Partners III LP 117 KENDRICK STREET SUITE 200 NEEDHAM, MA02494 X Prism Venture Partners III LLC 117 KENDRICK STREET SUITE 200 NEEDHAM, MA02494 X Seifert William M 117 KENDRICK STREET SUITE 200 NEEDHAM, MA02494 X Brooks John L 117 KENDRICK STREET SUITE 200 NEEDHAM, MA02494 X Signatures /s/ William M. Seifert, Managing Member of Prism Venture Partners, LLC, the sole general partner of Prism Investment Partners, L.P., the sole general partner of Prism Venture Partners III, L.P. 02/14/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 6, 2007, in connection with the Issuer's Secondary Public Offering (the "Offering"), Prism Venture Partners III, L.P. ("PVP III") sold 1,011,795 shares of the Issuer's Common Stock at a per share price $23.25. The Offering closed on November 13, 2007. PVP III beneficially owned 2,567,242 shares of the Issuer's Common Stock as of December 31, 2007. ( 2 )As of December 31, 2007, the securities were directly held by PVP III and indirectly held by (1) Prism Investment Partners III, L.P. ("PIP III"), the sole general partner of PVP III, (2) Prism Venture Partners III, LLC ("PVP III LLC), the sole general partner of PIP III, (3) and the individual members of PVP III LLC (PVP III LLC and the individual members of PVP III LLC together with PIP III, the "Indirect Reporting Persons"). The individual members of PVP III LLC are William M. Seifert and John L. Brooks, III. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Act of 1934, as amended, or otherwise of such portion of the PVP III shares in which such Indirect Reporting Person had no actual pecuniary interest therein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.