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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Zakrzewski Joseph S
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)
(Last)          (First)          (Middle)

C/O INSULET CORPORATION, 600 TECHNOLOGY PARK DRIVE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2017
(Street)

BILLERICA, MA 01821
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/2/2017     M    9520   A $18.75   37369   (1) D    
Common Stock   3/2/2017     M    18480   A $7.06   55849   (1) D    
Common Stock   3/2/2017     M    4000   A $14.48   59849   (1) D    
Common Stock   3/2/2017     M    4000   A $20.90   63849   (1) D    
Common Stock   3/2/2017     M    4000   A $17.75   67849   (1) D    
Common Stock   3/2/2017     S    4000   D $48.031   63849   (1) D    
Common Stock   3/2/2017     S    13721   D $46.3133   (2) 50128   (1) D    
Common Stock   3/2/2017     S    22279   D $46.9907   (3) 27849   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (Right to Buy)   $18.75   3/2/2017     M         9520      (4) 5/8/2018   Common Stock   9520   $0   0   D    
Stock Option (Right to Buy)   $7.06   3/2/2017     M         18480      (5) 7/30/2019   Common Stock   18480   $0   0   D    
Stock Option (Right to Buy)   $14.48   3/2/2017     M         4000      (5) 6/1/2020   Common Stock   4000   $0   0   D    
Stock Option (Right to Buy)   $20.90   3/2/2017     M         4000      (6) 5/12/2021   Common Stock   4000   $0   0   D    
Stock Option (Right to Buy)   $17.75   3/2/2017     M         4000      (7) 6/1/2022   Common Stock   4000   $0   0   D    

Explanation of Responses:
( 1)  Includes 3,810 restricted stock units granted on May 11, 2016, which vest on April 30, 2017; 1,000 restricted stock units granted on June 2, 2014, which vest on April 30, 2017; and 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, subject to continued service as a director or consultant. Vested shares will be delivered to the reporting person as soon as practiable 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 $45.65 to $46.645. 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)  The price reported represents the weighted average sale price of the shares sold. The shares were sold at varying prices in the range of $46.66 to $47.54. 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 one year after the grant date, 25% of the total award vesting two years after the grant date and 25% of the total award vesting three years after the grant date, 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.
( 6)  This option shall vest as to 100% of the total award on April 30, 2017, subject to continued service as a director or consultant.
( 7)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Zakrzewski Joseph S
C/O INSULET CORPORATION
600 TECHNOLOGY PARK DRIVE, SUITE 200
BILLERICA, MA 01821
X



Signatures
/s/ David Colleran, attorney-in-fact 3/3/2017
** 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 control number.
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