SECURITIES EXCHANGE COMMISSION
Washington, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)
INSULET CORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
Date of Event Which Requires Filing of this Statement
DECEMBER 31, 2008
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
45784P101
(CUSIP NUMBER)
1) Name of Reporting Person: UniCredit S.p.A.
IRS Identification 000000000
No. of Above
2) Check the Appropriate Box (a)
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship of Place of
Organization Italy
Number of (5)Sole Voting
Shares Power 1,849,600
Beneficially Owned [See Item 4 below.]
by Each Reporting
Person With (6)Shared Voting
Power 0
(7)Sole Disposi-
tive Power 1,849,600
[See Item 4 below.]
(8)Shared Disposi-
tive Power 0
9) Aggregate Amount Beneficially 1,849,600
Owned by Each [See Item 4 below.]
Reporting Person
10) Check if the aggregate Amount in Row (9) Exclude Certain Shares (See
Instructions)
11) Percent of Class Represented
By Amount in Row 9. 6.7%
12) Type of Reporting
Person (See Instructions) HC
Item 1(a) Name of Issuer.
INSULET CORP
Item 1(b) Address of Issuer's Principal Executive Offices:
9 OAK PARK DRIVE
BEDFORD, MA 01730
UNITED STATES
Item 2(a) Name of Person Filing:
UniCredit S.p.A.
Item 2(b) Address of Principal Business Office:
Piazza Cordusio 2
20123 Milan, Italy
Item 2(c) Citizenship:
Italy
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) Cusip Number:
45784P101
Item 3 The person filing this statement pursuant to Rule 13d-1(b)
or 13d-2(b) is:
(Inapplicable)
Item 4. Ownership.
(a) Amount Beneficially Owned: 1,849,600**
(b) Percent of Class: 6.7%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote 1,849,600**
(ii) shared power to vote or to direct vote 0
(iii) sole power to dispose or to direct disposition of 1,849,600
(iv) shared power to dispose or to direct disposition 0
**Shares reported on this Schedule 13G (the Shares) are owned by Funds
(investment companies registered under the Investment Company Act of 1940 and
unregistered entities) advised by Pioneer Investment Management, Inc.
(PIM, Inc.), Pioneer Investment Management Limited (PIML), and Pioneer
Investments Kapitalanlagegesellschaft mbH (PIKAG) (together; the Investment
Advisory Businesses). The Shares include (i) 1,457,918 shares
(approximately 5.3% of the Issuer's outstanding shares) owned by Funds advised
by PIM, Inc., (ii) 182,746 shares (less than 1% of the Issuer's outstanding
shares) owned by Funds advised by PIML, and (iii) 208,936 shares (less than 1%
of the Issuer's outstanding shares) owned by Funds advised by PIKAG.
The Investment Advisory Businesses are indirect subsidiaries of the Reporting
Person. In their role as investment manager or adviser to the Funds, the
Investment Advisory Businesses possess investment and/or voting control over the
Shares. The Reporting Person disclaims beneficial ownership of the Shares. The
filing of this Schedule 13G shall not be construed as an admission that the
Reporting Person or any of its subsidiaries is the beneficial owner of the
Shares for any other purposes than Section 13(d) of the Securities Exchange Act
of 1934.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date Hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check here:
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock of
INSULET CORP. The Interest of one person, PIM, Inc., in the Common Stock
of INSULET Corp., amounted to 1,457,918 shares or 5.3% of the total outstanding
Common Stock at December 31, 2008.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported On By the Parent Holding Company.
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of the Group.
Inapplicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date
February 11, 2009
/s/Dario Frigerio
Name: Dario Frigerio
Title: Head of Asset Management Division
/s/Paolo Fiorentino
Name: Paolo Fiorentino
Title: Head of Global Banking Services Division