Sommer Regina O Form 4 INSULET / REGINA O SOMMER ownership change

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^*

SOMMER REGINA O

(Last) (First) (Middle)

C/O INSULET CORPORATION

600 TECHNOLOGY PARK DRIVE, SUITE 200

(Street)

BILLERICA MA 01821

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/13/2017		M		4,000	A	$17.75	24,330(1)	D
Common Stock	03/13/2017		M		4,000	A	$20.9	28,330(1)	D
Common Stock	03/13/2017		M		4,000	A	$14.48	32,330(1)	D
Common Stock	03/13/2017		M		18,480	A	$7.06	50,810(1)	D
Common Stock	03/13/2017		M		9,520	A	$18.75	60,330(1)	D
Common Stock	03/13/2017		S		40,000	D	$45.0033(2)	20,330(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 (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)	$17.75	03/13/2017		M			4,000	(3)	06/01/2022	Common Stock	4,000	$0	0	D
Stock Option (Right to Buy)	$20.9	03/13/2017		M			4,000	(4)	05/12/2021	Common Stock	4,000	$0	0	D
Stock Option (Right to Buy)	$14.48	03/13/2017		M			4,000	(5)	06/01/2020	Common Stock	4,000	$0	0	D
Stock Option (Right to Buy)	$7.06	03/13/2017		M			18,480	(5)	07/30/2019	Common Stock	18,480	$0	0	D
Stock Option (Right to Buy)	$18.75	03/13/2017		M			9,520	(5)	05/08/2018	Common Stock	9,520	$0	0	D

Explanation of Responses:

1. Includes 1,000 restricted stock units granted on June 2, 2014, which vest on April 30, 2017; 2,020 restricted stock units granted on May 13, 2015, which vest 50% of the total units on April 30, 2017 and 50% of the total units on April 30, 2018; and 3,810 restricted stock units granted on May 11, 2016, which vest on April 30, 2017, subject to continued service as a director or consultant. 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 $44.91 to $45.175. 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 informaiton regarding the number of shares sold at each separate price.

3. 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.

4. 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.

5. This option is subject to a three-year vesting period with 50% of the total award vesting on the first anniversary of the date of grant and 25% on each of the second and third anniversaries of the date of grant, subject to continued service as a director or consultant.

	/s/ David Colleran, attorney-in-fact	03/14/2017
	** Signature of Reporting Person	Date
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