Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Benjamin Eric
2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2018
3. Issuer Name and Ticker or Trading Symbol
INSULET CORP [PODD]
(Last)
(First)
(Middle)
C/O INSULET CORPORATION, 600 TECHNOLOGY PARK DRIVE, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, R&D, New Prod Dev. & Comm
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BILLERICA, MA 01821
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 11,473 (1) (2) (3)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (4) 07/01/2025 Common Stock 1,396 $ 30.02 D  
Employee Stock Option (Right to Buy)   (5) 02/24/2026 Common Stock 6,996 $ 29.26 D  
Employee Stock Option (Right to Buy)   (5) 02/22/2027 Common Stock 4,975 $ 46.22 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benjamin Eric
C/O INSULET CORPORATION
600 TECHNOLOGY PARK DRIVE, SUITE 200
BILLERICA, MA 01821
      SVP, R&D, New Prod Dev. & Comm  

Signatures

/s/ David Colleran, attorney-in-fact 02/16/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 343 restricted stock units granted on July 1, 2015, which vest on July 1, 2018; 1,709 restricted stock units granted on February 24, 2016, which vest as to one-half of the total shares on February 24, 2018 and one-half of the total shares on February 24, 2019; and 1,893 restricted stock units granted on February 22, 2017, which vest as to one-third of the total shares on February 22, 2018, one-third of the total shares on February 22, 2019 and one-third of the total shares on February 22, 2020, subject to continued employment. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.
(2) Includes 5,126 performance share units that were granted on February 24, 2016, and the Compensation Committee of the Board of Directors determined on February 13, 2018 that the performance share units were earned based on the performance of the Company. The full award remains subject to time-based vesting in accordance with the following schedule: one-half of the performance share units vest on the second anniversary of the date of grant and one-half of the performance share units vest on the third anniversary of the date of grant. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.
(3) Includes an aggregate of 1,409 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan on the following dates: 418 shares acquired on June 30, 2016, 306 shares acquired on November 30, 2016, 419 shares acquired on May 31, 2017 and 266 shares acquired on November 30, 2017.
(4) This option is subject to a four-year vesting period, with 25% of the total award vesting one year after the grant date and the remainder vesting in equal quarterly installments each quarter thereafter for 12 quarters, subject to continued employment.
(5) This option is subject to a four-year vesting period with 25% of the total award vesting one year after the grant date and the remainder vesting in equal quarterly installments each quarter thereafter for 12 quarters, subject to continued employment.

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