Sec Form 4 Filing - LEVANGIE DANIEL J @ INSULET CORP - 2016-03-09

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 LEVANGIE DANIEL J 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) President, Drug Delivery (Last) (First) (Middle) C/O INSULET CORPORATION, 600 TECHNOLOGY PARK DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2016 (Street) BILLERICA, MA01821 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 03/09/2016 M 15,545 A $ 15.14 25,358 ( 1 ) D Common Stock 03/09/2016 S 7,600 D $ 31.04 ( 2 ) 17,758 ( 1 ) D Common Stock 03/10/2016 M 9,455 A $ 15.14 27,213 ( 1 ) D Common Stock 03/10/2016 S 4,699 D $ 30.65 ( 3 ) 22,514 ( 1 ) 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) $ 15.14 03/09/2016 M 15,545 ( 4 ) 11/01/2021 Common Stock 15,545 $ 0 9,455 D Stock Option (Right to Buy) $ 15.14 03/10/2016 M 9,455 ( 4 ) 11/01/2021 Common Stock 9,455 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVANGIE DANIEL J C/O INSULET CORPORATION 600 TECHNOLOGY PARK DRIVE, SUITE 200 BILLERICA, MA01821 President, Drug Delivery Signatures /s/ David Colleran, attorney-in-fact 03/11/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,000 restricted stock units granted on June 3, 2013, which vest on April 30, 2016; 2,000 restricted stock units granted on June 2, 2014, which vest one-half of the total units on April 30, 2016 and one-half of the total units on April 30, 2017; and 6,813 performance share units granted on April 1, 2015, which vest one-third of the total performance share units on April 1, 2016, one-third of the total performance share units on April 1, 2017 and one-third of the performance share units on April 1, 2018, subject to continued employment. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date. ( 2 )The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $31.00 to $31.46. 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. ( 3 )The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $30.12 to $31.00. 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. ( 4 )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.

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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