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June 29, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3030

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Ms. Kate Tillan

Re: Insulet Corporation

Form 10-K for the Fiscal Year ended December 31, 2009

Filed March 9, 2010

Schedule 14A filed April 5, 2010

File No. 001-33462

Dear Ladies and Gentlemen:

This letter is being furnished on behalf of Insulet Corporation (the “Company”) in response
to comments in the letter dated June 1, 2010 (the “Letter”) from the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) to Brian
Roberts, Chief Financial Officer of the Company, with respect to the Company’s Form 10-K for the
Fiscal Year ended December 31, 2009 that was filed March 9, 2010 and the Company’s Schedule 14A
that was filed April 5, 2010.

The responses set forth below have been organized in the same manner in which the Commission’s
comments were organized.

Form 10-K for the Fiscal Year Ended December 31, 2009

Item 11. Executive Compensation, page 58

Our Executive Compensation Process, proxy statement page 20

    1.

    You disclose that you target total compensation based on peer companies. In future filings,
please disclose where compensation actually fell in relation to the peer companies.

    RESPONSE: The Company advises the Staff that it will revise its disclosure in response to
the Staff’s comment in future filings.

Our Executive Compensation Programs, proxy statement page 21

Securities and Exchange Commission

June 29, 2010

Page 2

    2.

    We note that you have not included any disclosure in response to Item 402(s) of Regulation
S-K. Please advise us of the basis for your conclusion that disclosure is not necessary, and
describe the process you undertook to reach that conclusion.

    RESPONSE: The Company’s Compensation Committee carefully considered whether the Company’s
compensation policies and practices were reasonably likely to have a material adverse effect
on the Company. It was the judgment of the Compensation Committee that the mix and design
of the Company’s executive compensation plans and policies do not encourage management to
assume excessive risks and are not reasonably likely to have a material adverse effect on
the Company. In making this determination, the Compensation Committee considered a number
of matters, including the following elements of the Company’s executive compensation plans
and policies:

    •

    The Company sets performance goals that it believes are reasonable in light of
past performance and market conditions.

    •

    The time-based vesting over three to four years for the Company’s long-term
incentive awards ensures that its executives’ interests align with those of its
stockholders for the long-term performance of the Company.

    •

    Assuming achievement of at least a minimum level of performance, payouts under
the Company’s performance-based bonus plans result in some compensation at levels
below full target achievement, rather than an “all-or-nothing” approach.

    •

    A majority of the payouts under the Company’s bonus plan are based on multiple
individual performance and company-based metrics which mitigates the risk of an
executive over-emphasizing the achievement of one or more individual performance
metrics to the detriment of company-based metrics.

    •

    Certain payouts under the Company’s bonus plan include subjective
considerations, which restrain the influence of formulae or objective factors on
excessive risk taking.

    Since the Compensation Committee determined that the risks arising from the Company’s
compensation policies and practices for its employees are not reasonably likely to have a
material adverse effect on the Company, no disclosure under Item 402(s) of Regulation S-K
was required or included in the Company’s proxy statement.

Cash Incentive Bonuses, proxy statement page 22

Securities and Exchange Commission

June 29, 2010

Page 3

    3.

    In future filings, please disclose the objective performance goals and objective company
goals that an executive officer must achieve to earn their incentive bonus. To the extent you
believe that disclosure of the milestones is not required because it would result in
competitive harm, even on an historical basis such that you may exclude this information under
Instruction 4 to Item 402(b) of Regulation S-K, provide a detailed explanation for such
conclusion.

    RESPONSE: As discussed in the Company’s proxy statement, in 2009 each of the Company’s named
executive officers (“NEOs”) was eligible to earn a cash incentive bonus based on the
achievement of certain corporate and individual goals. The corporate goals for 2009 were
based on the Company’s revenues, earnings before interest and taxes (“EBIT”) and retention
rate. Of these metrics, revenue is the only one that is regularly reported in the Company’s
financial statements and SEC filings. Nevertheless, although EBIT is not reported
regularly, it can be easily derived from the Company’s financial statements contained in the
regular SEC reports. Retention rate is a percentage measurement of the retention of the
Company’s customers from one period to the next. The Company does not regularly report in
its financial statements or SEC filings its retention rate.

    In addition to these corporate financial goals, in 2009 the bonuses of certain of the NEOs
were linked to the attainment of individual objective performance goals. As disclosed in
the proxy statement, these goals were based on the achievement of targets tied to the
Company’s billing and collections, patient conversion rate and per unit cost of goods sold.
Billing and collections targets reflected Company initiatives to bill and collect on a more
timely basis. Patient conversion rate was a measure of the Company’s success in turning
sales referrals into actual customers. The cost of goods sold metric was based on the per
unit cost of the Company’s principal product, the OmniPod.

    The Company has reviewed your comment and agrees that in future filings it will disclose
those objective performance goals based on financial measures that it otherwise regularly
reports in its SEC filings. For 2009, this would have been the goals based on the Company’s
revenues and EBIT. With respect to the other objective performances goals (i.e., those
based on metrics that it does not otherwise regularly report in its SEC filings), the
Company respectfully submits that these goals need not be disclosed because such goals
constitute confidential commercial and financial information the disclosure of which would
likely result in substantial competitive harm to the Company. The Company does not
currently report these other metrics in its SEC filings, and does not expect to do so in the
future, because these metrics, and the Company’s goals with respect thereto, constitute
sensitive commercial and financial information that reveal the Company’s competitive
strategies.

Securities and Exchange Commission

June 29, 2010

Page 4

    The Company believes that disclosure of these performance goals, even on an historical
basis, would result in significant competitive harm to the Company. The Company’s principal
product is the OmniPod System, an insulin infusion system which it sells primarily to
patients with insulin-dependent diabetes. The insulin pump industry is intensely
competitive. The Company’s primary competitors (e.g., Medtronic, Johnson & Johnson and
Roche) are all large, well-capitalized companies that are able to spend aggressively on
marketing and sale initiatives. Revealing to these Fortune 500 competitors the Company’s
sales strategies and the limits of its ability to compete based on price and payment terms
will enable these competitors to counteract the Company’s sales initiatives and exert undue
competitive pressure on the Company. In this regard, it is important to note that none of
these competitors disclose comparable information about their competing products or
businesses.

    For example, historical disclosure of the Company’s retention rate would reveal to the
Company’s competitors the extent to which the Company has lost individual patients. This
enables competitors to assess the effectiveness of their own sales initiatives in seeking to
blunt the Company’s growth. Moreover, the Company believes that patients cease using the
OmniPod System for different reasons, most of which are unrelated to the perceived utility
and quality of the product. For instance, the recent economic recession has resulted in the
loss of jobs and health insurance for many Americans. Since the use of an insulin pump
requires higher co-pays and is more expensive than therapies relying on multiple daily
injections, some patients have ceased using the OmniPod System due to the economic downturn.
Although the loss of the individual customer in this example was not due to the product,
competitors would nevertheless use this information in marketing campaigns and in sales
meetings to wrongly suggest that the Company’s products did not achieve high customer
satisfaction.

    A similar example of the competitive harm to the Company relates to the historical
disclosure of the Company’s conversion rate, which is the percentage measure of the
conversion of sales referrals into customers. Just as there may be several economic
circumstances that force a customer to cease using the OmniPod System, these same
circumstances may effectively prevent a diabetic patient from being economically able to
become an OmniPod customer. One of the most common issues adversely affecting the Company’s
conversion rate relates to the patient’s health insurance. If the patient is not then
eligible for coverage for an insulin pump under his or her health insurance plan or such
coverage is more limited than expected, it is highly unlikely that the patient will pay out
of his or her own pocket the full cost for the OmniPod System. As a consequence, even
though the patient desires to become an OmniPod user, he or she will likely not convert into
an actual customer. If the conversion rate were reported annually, the Company’s
competitors would use the statistic in marketing and sales initiatives to wrongly suggest
that patients were rejecting the product. In addition, competitors could

Securities and Exchange Commission

June 29, 2010

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    discern trends in the Company’s historical conversion rates to create sales campaigns that
sought to target perceived weakness in the Company’s conversion process. For example, a
competitor with a higher conversion rate would likely use in a misleading fashion the
Company’s lower conversion rate in seeking to convince prescribing physicians that they
should prescribe the competitor’s insulin pump.

    Competitors could also use the trend information revealed in the Company’s historical
retention and conversion rates to assess the Company’s product pricing strategies. For
example, if a competitor reviewed the Company’s past goals and observed a trend that the
Company was emphasizing customer retention more than other objectives, the competitor could
lower prices to attempt to undercut the Company’s efforts to retain customers.
Alternatively, the competitor could instead infer that it would be an opportune time to
attempt to expand to a new geographic area and grow revenues in such new area at the expense
of the Company, given that the Company’s apparent focus at that time was customer retention
rather than expanding into new sales markets.

    Another example of the specific competitive harm that would result from the disclosure of
those performance goals which are based on operating metrics that are not otherwise
regularly reported relates to the Company’s billing and collections. Disclosure of the
historical goals would reveal to competitors and customers the Company’s willingness to
accept longer or shorter than customary payment terms. For instance, if the goal for one
year revealed that the Company sought to impose stricter payment terms, competitors could
then reasonably conclude that the Company’s strategy had remained constant into the next
year and then undercut that strategy by offering more liberal payment terms, thereby forcing
the Company to abandon its strategy.

    The competitive harm to the Company from the regular reporting of the Company’s historical
per unit cost of goods sold is obvious. While the Company regularly reports its total cost
of goods sold in its financial statements, it does not include the per unit costs in that
disclosure. Revealing its historical per unit costs would allow competitors and prospective
customers to determine with great accuracy the Company’s current per unit costs. Potential
customers such as distributors could then use this information in sales negotiations since
they would know the Company’s per unit gross profit margin. Similarly, competitors who knew
the Company’s per unit gross margin would use the information to drive their own pricing
campaigns. For instance, competitors in this situation could more effectively compete
against the Company by lowering their prices since they would know the extent to which the
Company could compete on price. This would result in significant competitive harm to the
Company because the Company would lose substantial business. This is particularly
problematic for the Company given that its competitors are Fortune 500 companies that have
vast resources to cushion their

Securities and Exchange Commission

June 29, 2010

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    acceptance of lower profit margins for an extended period of time as they seek to stop the
Company from gaining market share.

    While the Company did not disclose in the proxy statement the specific corporate financial
performance goals used to determine annual cash incentive bonuses for the reasons discussed
above, the Company did disclose the relative difficulty in achieving such goals by
disclosing the following in its proxy statement:

    “Overall, the targets for performance measures were set at levels that we believed
to be achievable with strong performance by our executives. Although we cannot
always predict the different events that will impact our business during an upcoming
year, we set our performance goals for the target amount of cash incentive bonuses
at levels that we believe will be achieved by our executives during years of strong
performance. Our maximum and threshold levels for these performance goals are
determined in relation to our target levels, are intended to provide for
correspondingly greater or lesser incentives in the event that performance is within
a specified range above or below the target level, and are correspondingly easier or
harder to achieve. We set the performance goals for the maximum amount at a level
that we believe will be achieved in some years, but will not be achieved a majority
of the time.”

    In summary, the Company agrees to disclose in future filings those objective performance
goals which are based on financial metrics that it regularly reports in SEC filings, but
respectfully submits that disclosure of objective performance goals based on metrics that it
does not regularly report would result in competitive harm and therefore may be excluded
under Instruction 4 to Item 402(b) of Regulation S-K.

Index to Consolidated Financial Statements, page F-1

Note 8. Facility Agreement and Common Stock Warrants, page F-17

    4.

    We note that you issued warrants to purchase 3.75 million shares of common stock at $3.13 per
share in connection with facility agreement. Please tell us about your evaluation of the
warrants in determining that they should be accounted for as equity. Include a discussion of
the features which may result in Black-Scholes value upon change of control or events of
default. Discuss the types of events that are included in these cate