Sec Form 4 Filing - Colleran David @ INSULET CORP - 2019-03-01

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 Colleran David 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) SVP, Secretary and GC (Last) (First) (Middle) C/O INSULET CORPORATION, 100 NAGOG PARK 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2019 (Street) ACTON, MA01720 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 03/01/2019 M 16,639 A $ 30.98 47,072 ( 1 ) D Common Stock 03/01/2019 M 1,166 A $ 29.26 48,238 ( 1 ) D Common Stock 03/01/2019 M 1,422 A $ 46.22 49,660 ( 1 ) D Common Stock 03/01/2019 M 1,748 A $ 74.5 51,408 ( 1 ) D Common Stock 03/01/2019 S 20,975 D $ 94.6536 ( 2 ) 30,433 ( 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 Expirati on 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 Employee Stock Option (Right to Buy) $ 30.98 03/01/2019 M 16,639 ( 3 ) 06/29/2025 Common Stock 16,639 $ 0 11,093 D Employee Stock Option (Right to Buy) $ 29.26 03/01/2019 M 1,166 ( 4 ) 02/24/2026 Common Stock 1,166 $ 0 5,831 D Employee Stock Option (Right to Buy) $ 46.22 03/01/2019 M 1,422 ( 4 ) 02/22/2027 Common Stock 1,422 $ 0 5,686 D Employee Stock Option (Right to Buy) $ 74.5 03/01/2019 M 1,748 ( 4 ) 02/14/2028 Common Stock 1,748 $ 0 5,247 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Colleran David C/O INSULET CORPORATION 100 NAGOG PARK ACTON, MA01720 SVP, Secretary and GC Signatures /s/ David Colleran 03/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,443 restricted stock units granted on February 22, 2017, which vest on February 22, 2020; and 1,790 restricted stock units granted on February 14, 2018, which vest as to one-half of the total units on February 14, 2020 and one-half of the total units on February 14, 2021, 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 $94.37 to $94.99. 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 )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. ( 4 )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.

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).

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