Sec Form 4 Filing - SULLIVAN PATRICK J @ INSULET CORP - 2018-03-14

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) 03/14/2018 (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 03/14/2018 J( 1 ) 59,084 A $ 84.625 329,516 ( 2 ) D Common Stock 28,336 I By Grantor Retained Annuity Trust

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 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 03/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 14, 2018, the reporting person withdrew 59,084 shares of Insulet Corporation common stock from a grantor retained annuity trust. In exchange for the shares, the reporting person contributed to the trust $5 million in cash and other assets. The withdrawal of shares from the trust resulted in a decrease in the number of shares the reporting person beneficially owns indirectly through the trust and a corresponding increase in the number of shares the reporting person beneficially owns directly. The reporting person believes that his withdrawal of shares from the trust constitutes a change in form of beneficial ownership of the shares exempted by Rule 16a-13 under the Securities Exchange Act of 1934. ( 2 )Includes 15,216 performance share units granted on April 1, 2015, which vest on April 1, 2018; 14,240 restricted stock units granted on February 24, 2016, which vest on February 24, 2019; 12,022 restricted stock units granted on February 22, 2017, which vest one-half of the total units on February 22, 2019 and one-half of the total units on February 22, 2020; 51,266 performance share units granted on February 24, 2016, which vest on February 24, 2019; and 12,081 restricted stock units granted on February 14, 2018, which vest as to one-third of the total units on February 14, 2019, one-third of the total units on February 14, 2020 and one-third of the total units on February 14, 2021. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

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