Sec Form 4 Filing - Benjamin Eric @ INSULET CORP - 2020-02-21

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 Benjamin Eric 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, R&D, New Prod Dev & Comm (Last) (First) (Middle) C/O INSULET CORPORATION, 100 NAGOG PARK 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2020 (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 02/21/2020 A 3,246 ( 1 ) A $ 0 16,398 D Common Stock 02/21/2020 F 1,139 ( 2 ) D $ 212.31 15,259 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

Reporting Owne rs Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Benjamin Eric C/O INSULET CORPORATION 100 NAGOG PARK ACTON, MA01720 SVP, R&D, New Prod Dev & Comm Signatures /s/ John W. Kapples, attorney-in-fact 02/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Performance Share Units ("PSUs") were granted on February 22, 2017, and the Compensation Committee of the Board of Directors determined on February 21, 2020 that the PSUs were earned based on the performance of the Company. The PSUs vest in full on the later of the date of determination by the Compensation Committee or the third anniversary of the date of grant and are settled in shares of common stock on a one-for-one basis. ( 2 )This transaction represents the withholding of shares upon the vesting of restricted stock units and performance share units to cover the associated tax obligations.

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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