SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol INSULET CORP [ PODD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/30/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 05/30/2019 | A | 1,726(1) | A | $0 | 28,469 | D | |||
Common Stock | 05/31/2019 | M | 5,235(2) | A | $28.87 | 33,704 | D | |||
Common Stock | 05/31/2019 | M | 3,587(2) | A | $40.6 | 37,291 | D | |||
Common Stock | 05/31/2019 | M | 5,525(2) | A | $27.37 | 42,816 | D | |||
Common Stock | 05/31/2019 | M | 2,000(2) | A | $20.9 | 44,816 | D | |||
Common Stock | 05/31/2019 | M | 4,000(2) | A | $17.75 | 48,816 | D | |||
Common Stock | 05/31/2019 | M | 4,000(2) | A | $30.04 | 52,816 | D | |||
Common Stock | 05/31/2019 | M | 4,000(2) | A | $35.11 | 56,816 | D | |||
Common Stock | 05/31/2019 | S | 28,347(2) | D | $108.6(3) | 28,469 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $28.87 | 05/31/2019 | M | 5,235 | 04/30/2017 | 05/11/2026 | Common Stock | 5,235 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $40.6 | 05/31/2019 | M | 3,587 | 04/30/2018 | 05/17/2027 | Common Stock | 3,587 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $27.37 | 05/31/2019 | M | 5,525 | (4) | 05/13/2025 | Common Stock | 5,525 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $20.9 | 05/31/2019 | M | 2,000 | (5) | 05/12/2021 | Common Stock | 2,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $17.75 | 05/31/2019 | M | 4,000 | (6) | 06/01/2022 | Common Stock | 4,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $30.04 | 05/31/2019 | M | 4,000 | (7) | 06/03/2023 | Common Stock | 4,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $35.11 | 05/31/2019 | M | 4,000 | (8) | 06/02/2024 | Common Stock | 4,000 | $0 | 0 | D |
Explanation of Responses: |
1. Annual equity award in the form of restricted stock units ("RSUs"). RSUs vest in full on April 30, 2020 and are settled in shares of common stock on a one-for-one basis. |
2. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2019. |
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 $106.965 to $110.395. 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 April 30, 2016, 25% of the total award vesting on April 30, 2017 and 25% of the total award vesting on April 30, 2018, subject to continued service as a director or consultant. |
5. This option is subject to a three-year vesting period with 50% of the total award vesting on April 30, 2012, 25% of the total award vesting on April 30, 2013 and 25% of the total award vesting on April 30, 2014, subject to continued service as a director or consultant. |
6. This option is subject to a three-year vesting period with 50% of the total award vesting on April 30, 2013, 25% of the total award vesting on April 30, 2014 and 25% of the total award vesting on April 30, 2015, subject to continued service as a director or consultant. |
7. This option is subject to the following vesting schedule: 50% of the total award shall vest on April 30, 2014, 25% of the total award shall vest on April 30, 2015 and 25% of the total award shall vest on April 30, 2016, subject to continued service as a director or consultant. |
8. This option is subject to a three-year vesting period with 50% of the total award vesting on April 30, 2015, 25% of the total award vesting on April 30, 2016 and 25% of the total award vesting on April 30, 2017, subject to continued service as a director or consultant. |
/s/ John W. Kapples, attorney-in-fact | 06/03/2019 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |