Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 *
PRISM VENTURE PARTNERS III A LP
 2. Issuer Name and Ticker or Trading Symbol
INSULET CORP [PODD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

117 KENDRICK STREET, SUITE 200		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007
(Street)


NEEDHAM, MA 02494		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ 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 (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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 11/06/2007   S 30,955 (1) D $ 23.25 79,000 D (2)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PRISM VENTURE PARTNERS III A LP
117 KENDRICK STREET
SUITE 200
NEEDHAM, MA 02494		     X    
Prism Investment Partners III LP
117 KENDRICK STREET
SUITE 200
NEEDHAM, MA 02494		     X    
Prism Venture Partners III LLC
117 KENDRICK STREET
SUITE 200
NEEDHAM, MA 02494		     X    
Seifert William M
117 KENDRICK STREET
SUITE 200
NEEDHAM, MA 02494		     X    
Brooks John L
117 KENDRICK STREET
SUITE 200
NEEDHAM, MA 02494		     X    

Signatures

/s/ William M. Seifert, Managing Member of Prism Venture Partners, LLC, the sole general partner of Prism Investment Partners, L.P., the sole general partner of Prism Venture Partners III-A, L.P. 02/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On November 6, 2007, in connection with the Issuer's Secondary Public Offering (the "Offering"), Prism Venture Partners III-A, L.P. ("PVP III-A") sold 30,955 shares of the Issuer's Common Stock at a per share price $23.25. The Offering closed on November 13, 2007. PVP III-A beneficially owned 79,000 shares of the Issuer's Common Stock as of December 31, 2007.
(2) As of December 31, 2007, the securities were directly held by PVP III-A and indirectly held by (1) Prism Investment Partners III, L.P. ("PIP III"), the sole general partner of PVP III, (2) Prism Venture Partners III, LLC ("PVP III LLC), the sole general partner of PIP III, (3) and the individual members of PVP III LLC (PVP III LLC and the individual members of PVP III LLC together with PIP III, the "Indirect Reporting Persons"). The individual members of PVP III LLC are William M. Seifert and John L. Brooks, III. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Act of 1934, as amended, or otherwise of such portion of the PVP III-A shares in which such Indirect Reporting Person had no actual pecuniary interest therein.

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