Edgar Filing: INSULET CORP

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Peyromaure de Bord Alison

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)

ONE EMBARCADERO CENTER, SUITE 3700

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2007

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date 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

(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 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	05/15/2007	⁽¹⁾	C		1,703,505 ⁽²⁾ ⁽³⁾	A	⁽²⁾ ⁽³⁾	1,703,505 ⁽²⁾ ⁽³⁾	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Preferred Stock

⁽²⁾

05/15/2007

⁽¹⁾

3,305,785 ⁽²⁾

⁽⁵⁾

⁽⁶⁾

Common Stock

3,305,785 ⁽²⁾

⁽²⁾

See footnotes ⁽²⁾ ⁽⁴⁾

Series E Preferred Stock

⁽³⁾

05/15/2007

⁽¹⁾

1,168,817 ⁽³⁾

⁽⁵⁾

⁽⁶⁾

Common Stock

1,168,817

⁽³⁾

See footnotes ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Peyromaure de Bord Alison ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111	X

Signatures

Alison Peyromaure de Bord		05/15/2007
^**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)	N/A
(2)	Series D Convertible Preferred Stock ("SerD"): Alta BioPharma Partners III, L.P. ("ABPIII") beneficially owns 3,027,821 shares ("sh") of SerD, Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG") beneficially owns 203,345 sh of SerD, and Alta Embarcadero BioPharma Partners III, LLC beneficially owns 74,619 sh SerD. The SerD is convertible into Insulet Corporation Commn Stock ("Cm") on a 1-for-2.6267 reverse stock split, to be effective upon the closing of the issuer's initial public offering. The underlying shares in Table II does not reflect the 1-for-2.6267 reverse stock split.
(3)	Series E Convertible Preferred Stock ("SerE"): ABPIII beneficially owns 1,070,538 sh of SerE, ABPIIKG beneficially owns 71,896 sh of SerE, and AEPBIII beneficially owns 26,383 sh of SerE. The SerE is convertible into Insulet Corporation Common Stock ("Cm")is convertible upon a 1-to-1 basis with a 1-for-2.6267 reverse stock split, to be effective upon the closing of the issuer's inital public offering. The underlying sh in Table II do not reflect the 1-for-2.6267 reverse stock split.
(4)	Alison Peyromaure de Bord, Director, is a member of Alta BioPharma Management III, LLC (which is the general partner of Alta BioPharma III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG). She does not have sole or shared voting power over the sh owned by ABPIII, ABPIIIKG or AEBPIII. She disclaims beneficial ownership of all such sh held by the foregoing funds, except to the extent of her proportionate pecuniary interest therein.
(5)	Preferred Stock immediately convertible at Issuer's initial public offering.
(6)	The Series D Convertible Preferred Stock and the Series E Convertible Prefered Stock does not have an expiration date.

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