SecProbe.io

Mail Stop 3030
August 15 , 2016

Via E -mail
Michael L. Levitz
Chief Financial Officer
Insulet Corporation
600 Technology Park Drive, Suite 200
Billerica, Massachusetts 01821

Re: Insulet Corporation
Form 10 -K for Fiscal Year Ended December 31, 2015
Form 10 -Q for Fiscal Quarter  Ended  June 30, 2016
 Response dated July 29, 2016
File No. 001 -33462

Dear Mr. Levitz :

We have reviewed  your response to our comment  letter  and have the following
comment s.  In some of our comments , we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
infor mation or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional commen ts.
Unless we note otherwise, our references to prior comments are to comments in our June 30,
2016  letter .

Form 10 -K for Fiscal Year Ended December 31, 2015

Third -Party Reimbursement, page 13

1. Please expand your response to prior comment 3 to add ress whether UnitedHealth
provides reimbursement for products such as yours.   It remains unclear whether the
“limited number of cases” mentioned on page 13 represents the full extent of third -party
reimbursement issues.

Michael L. Levitz
Insulet Corporation
August 15 , 2016
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
37

2. We note your response to prior comment 5 regarding the potential reasons for changes in
sales of your Personal Diabetes Manager.   Please expand your response to tell us which
reasons cause d the changes in sales of the Personal Diabetes Manager device during each
period presented in your Form 10 -K and most recent Form 10 -Q, and the significance of
each such reason during the period.

3. Please expand your response to prior comment 6 to tell u s the extent of  (1) customer
retention and  (2) installed base growth during each period presented in your Form 10 -K
and most recent Form 10 -Q.  Also tell where you believe those Forms provide investors
this information.   Given your response to prior commen t 7 regarding a royalty based on
new patient starts, it appears that you may have information regarding installed base
growth.

4. We note your response to prior comment 6 regarding being unable to quantify the exact
magnitude of changes and offsetting factor s.  Please note that the information need not be
exact if it is accurate and not misleading in context but should, if material, be
disclosed.   In future filings, where you address multiple or offsetting factors contributing
to material changes, please ensu re that you provide sufficient information regarding the
significance of each factor for investors to evaluate its effect.   For example, on page 30 of
your most recent Form 10 -Q, you refer to the impact of entry into new markets and
continued adoption in e xisting markets without information regarding the extent to which
new markets have contributed to your change in revenue.

5. Please expand your response to prior comment 7 to clarify (1) the nature of the “changes
in the structure of the agreement over time”  and (2) why those changes cause the royalty
payments to not be indicative of changes in new patient starts.

Form 10 -Q for Fiscal Quarter Ended June 30, 2016

6. From your August 3, 2016 conference call, it appears that you expect the growth rate in
each of  the three revenue categories disclosed in the table on page 30 to be lower than the
historic percentages disclosed in that table.   Please tell us the reasons for the lower
growth rate, addressing each of the three disclosed revenue categories separately.   Also
tell us how you considered or addressed the requirements of Item 303(a)(3)(ii) of
Regulation S -K in preparing your filing.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Michael L. Levitz
Insulet Corporation
August 15 , 2016
Page 3

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Laurie Abbott at (202) 551 -8071 or me at (202) 551 -3617 with any questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: David Colleran, Esq.