Sec Form 4 Filing - SULLIVAN PATRICK J @ INSULET CORP - 2017-08-28

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
SULLIVAN PATRICK J
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)
CEO and Chairman of the Board
(Last) (First) (Middle)
C/O INSULET CORPORATION, 600 TECHNOLOGY PARK DRIVE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
08/28/2017
(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
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
Performance Vesting Restricted Stock Units $ 0 08/28/2017 A V 50,000 ( 1 ) ( 1 ) Common Stock 50,000 $ 0 50,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SULLIVAN PATRICK J
C/O INSULET CORPORATION
600 TECHNOLOGY PARK DRIVE, SUITE 200
BILLERICA, MA01821
X CEO and Chairman of the Board
Signatures
/s/ David Colleran, attorney-in-fact 08/29/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of 50,000 performance vesting restricted stock units ("PRSUs"), each of which represents a contingent right to receive one share of common stock. The PRSUs are subject to dual performance-based and time-based vesting requirements. The performance criteria is as follows: (i) for 15,000 of the PRSUs, the Company beginning to recognize revenue from direct operations in Europe, (ii) for 15,000 of the PRSUs, the Company recognizing certain cumulative revenue metrics from direct operations in Europe, and (iii) for 20,000 of the PRSUs, the Company completing certain manufacturing expansion activities. Each of the performance criteria may be satisfied during the performance period beginning on the grant date and ending on December 31, 2019. The time-based vesting requirements will be satisfied if Mr. Sullivan remains a service provider through the third anniversary of the grant date, provided that the time-based requirements are subject to earlier satisfaction under certain circumstances (including certain retirement scenarios) pursuant to the terms of Mr. Sullivan's existing employment agreement.

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