PODD Insulet Corporation

On September 13, 2016, Insulet Corporation, a Delaware corporation (the “Company”), closed its previously announced issuance and sale (the “Convertible Notes Offering”) of $345 million aggregate principal amount of the Company’s 1.25% Convertible Senior Notes due 2021 (the “Convertible Notes”) pursuant to the terms of a purchase agreement, dated September 7, 2016 (the “Purchase Agreement”), by and between the Company and Morgan Stanley & Co. LLC and Wells Fargo Securities, as the representatives of the initial purchasers (the “Initial Purchasers”). The principal amount of Convertible Notes includes $45 million aggregate principal amount of Convertible Notes that was purchased by the Initial Purchasers pursuant to an option granted to the Initial Purchasers in the Purchase Agreement, which was exercised in full by the Initial Purchasers on September 8, 2016. The Initial Purchasers will sell the Convertible Notes solely to “qualified institutional buyers” (“QIBs”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The estimated net proceeds from the offering were approximately $334 million, after deducting selling discounts and commissions and estimated offering expenses.

The Convertible Notes are governed by the terms of an indenture, dated as of September 13, 2016 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Convertible Notes are the senior unsecured obligations of the Company. The Convertible Notes bear interest at a rate of 1.25% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2017. The Convertible Notes will mature on September 15, 2021, unless earlier repurchased or redeemed by the Company or converted by holders. The Convertible Notes will be convertible at an initial conversion rate of 17.1332 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), per $1,000 principal amount of Convertible Notes, which corresponds to an initial conversion price of approximately $58.37 per share of Common Stock and represents a conversion premium of approximately 32.5% based on the last reported sale price of the Common Stock of $44.05 on September 7, 2016. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends. At any time prior to the close of business on the business day immediately preceding June 15, 2021, holders may convert their Convertible Notes at their option only under the following circumstances:

On or after June 15, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of whether any of the foregoing conditions has been met. If a make-whole fundamental change, as described in the Indenture, occurs and a holder elects to convert its Convertible Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as described in the Indenture. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination thereof, at the Company’s election.

The Company may not redeem the Convertible Notes prior to September 15, 2019. The Company may redeem the Convertible Notes, at the Company’s option, in whole or in part, on or after September 15, 2019 and prior to the

maturity date if the last reported sale price per share of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending within five trading days prior to the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No “sinking fund” is provided for the Convertible Notes, which means that the Company is not required to periodically redeem or retire the Convertible Notes. If the Company undergoes a fundamental change, holders of the Convertible Notes may require the Company to purchase for cash all or a part of their Convertible Notes at a purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date.

The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The Indenture contains customary terms and covenants and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Convertible Notes by notice to the Company and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest on, all the Convertible Notes to be due and payable. Upon any such declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of and accrued and unpaid interest, if any, on all of the Convertible Notes will become due and payable automatically.

Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture shall, for the first 360 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Convertible Notes.

The above description of the Indenture and the Convertible Notes is a summary only and is qualified in its entirety by reference to the Indenture (and the Form of Global Note included therein), which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Wells Fargo Bank, National Association has in the past provided and may from time to time in the future provide trustee, registrar, exchange agent, conversion agent, paying agent and other services to the Company.