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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Brooks John L

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)

100 LOWDER BROOK DRIVE, SUITE 2500

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2007

(Street)

WESTWOOD, MA 02090

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								73,856	I	See Footnote ⁽³⁾
Common Stock								2,284	I	See Footnote ⁽⁴⁾
Common Stock	05/18/2007		C		190,352	A	⁽¹⁾	190,352 ⁽²⁾	I	See Footnote ⁽⁵⁾
Common Stock	05/18/2007		C		190,352	A	⁽¹⁾	190,352 ⁽²⁾	I	See Footnote ⁽⁶⁾
Common Stock	05/18/2007		C		720,253	A	⁽¹⁾	720,253 ⁽²⁾	I	See Footnote ⁽⁷⁾
Common Stock	05/18/2007		C		1,087,730	A	⁽¹⁾	1,087,730 ⁽²⁾	I	See Footnote ⁽⁸⁾
Common Stock	05/18/2007		C		796,626	A	⁽¹⁾	796,626 ⁽²⁾	I	See Footnote ⁽⁹⁾
Common Stock	05/18/2007		C		627,537	A	⁽¹⁾	627,537 ⁽²⁾	I	See Footnote ⁽¹⁰⁾

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 1474 (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 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 A Convertible Preferred Stock

⁽¹⁾

05/18/2007

500,000

⁽¹⁾

Common Stock

190,352 ⁽²⁾

$ 0

See Footnote ⁽⁵⁾

Series A Convertible Preferred Stock

⁽¹⁾

05/18/2007

500,000

⁽¹⁾

Common Stock

190,352 ⁽²⁾

$ 0

See Footnote ⁽⁶⁾

Series B Convertible Preferred Stock

⁽¹⁾

05/18/2007

1,891,892

⁽¹⁾

Common Stock

720,253 ⁽²⁾

$ 0

See Footnote ⁽⁷⁾

Series C Convertible Preferred Stock

⁽¹⁾

05/18/2007

2,857,143

⁽¹⁾

Common Stock

1,087,730 ⁽²⁾

$ 0

See Footnote ⁽⁸⁾

Series D Convertible Preferred Stock

⁽¹⁾

05/18/2007

2,092,500

⁽¹⁾

Common Stock

796,626 ⁽²⁾

$ 0

See Footnoe ⁽⁹⁾

Series E Convertible Preferred Stock

⁽¹⁾

05/18/2007

1,648,352

⁽¹⁾

Common Stock

627,537 ⁽²⁾

$ 0

See Footnote ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Brooks John L 100 LOWDER BROOK DRIVE SUITE 2500 WESTWOOD, MA 02090		X

Signatures

/s/ John L. Brooks III		05/18/2007
^**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)	Each share of the Issuer's Series A, B, C, D, and E Convertible Preferred Stock, respectively, converted into the Issuer's common stock on a 1-for-.3807 basis and had no expiration date.
(2)	Reflects a 1-for-2.6267 reverse split which became effective on May 18, 2007.
(3)	The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of Prism Venture Partners III, L.P. ("PVP III"). PVP III is the beneficial owner of 78,856 shares of the Issuer's common stock. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III shares in which the Reporting Person has no actual pecuniary interest therein.
(4)	The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of Prism Venture Partners III-A, L.P. ("PVP III-A"). PVP III-A is the beneficial owner of 2,284 shares of the Issuer's common stock. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein.
(5)	The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 184,606 and 5,746 shares of the Issuer's common stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein.
(6)	The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 184,606 and 5,746 shares of the Issuer's common stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein.
(7)	The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 698,509 and 21,744 shares of the Issuer's common stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein.
(8)	The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 1,054,881 and 32,849 shares of the Issuer's common stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein.
(9)	The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 773,365 and 23,261 shares of the Issuer's common stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein.
(10)	The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 609,213 and 18,324 shares of the Issuer's common stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein.

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