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August 12, 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 July 15, 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 Form 10-Q for
the Fiscal Quarter Ended March 31, 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

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

    1.

    With respect to your analysis under FASB ASC 815-40, we note that in the event of ‘default’
or a ‘major transaction’, both as defined in the warrant agreement, you would issue shares to
the warrant holder based upon the Black-Scholes value of the warrant effectively adjusting the
strike price. Since the settlement amount of the warrants can be affected by those events and
the occurrence of those events is not an input to the fair value of a fixed-for-fixed option
on equity shares, please tell us why you concluded that the warrants are indexed to your own
stock. Please also describe for us in detail how you assessed all of the factors in
paragraphs 15 to 17 of EITF 07-05 (FASB ASC 815-40-15-7C to 15-7G) in supporting your
conclusion. Please also refer to Examples 8 and 9 in EITF 07-05 (FASB ASC 815-40-55-33 to
55-35).

    RESPONSE:

Securities and Exchange Commission

August 12, 2010

Page 2

    Prior to addressing this point, we think it is important to note that under the terms of the
Warrants in question, there are no provisions resulting in an adjustment to the strike price and
there are no provisions that would result in the issuance of additional warrants. There are
standard anti-dilution provisions which provide the Warrantholder with the same protections
afforded every other common stockholder. As part of the restatement of our financial statements
as set forth in our Form 10-K/A for the year ended December 31, 2009 related to the correction
required to recognize the September 2009 debt amendment as a modification rather than debt
extinguishment, we revised Footnote 8 (Facility Agreement and Common Stock Warrant) with respect
to the description of the terms of the Warrants. It appears that based on the prior disclosure
in Footnote 8, the Staff may have the impression that the strike price of the Warrants is reset
or additional warrants may be issued. We wish to confirm to the Staff that there are no
provisions resulting in an adjustment to the strike price of our Warrants and there are no
provisions that would result in the issuance of additional warrants except in the case of
dilution from stock splits, stock dividend and related events.

    Related to the specific accounting analysis, as the Staff has noted, in the event of a Major
Transaction or Event of Default, as defined in the Warrants, the Company may issue shares to the
Warrantholders in a cashless exercise based upon the Black-Scholes value of the Warrants. Upon
an Event of Default, a Warrantholder shall notify the Company of its desire to have the Company
elect to effect an early termination of the Warrant, in which case the Company has the right but
not the obligation to terminate the Warrant through a cash payment. If the Company does not
exercise its right, the Warrantholder will exercise the Warrant for shares. The Warrants also
provide that change in control events are considered a Major Transaction. Upon a Major
Transaction, a Warrantholder is entitled to a payment in cash and/or shares commensurate with
the consideration in the Major Transaction. In all such circumstances, the termination can be
settled in shares at the Company’s discretion.

    The first step in evaluating our instrument with the above terms for indexation to our equity
is described in ASC 815-40 (formerly Emerging Issues Task Force (“EITF”) 07-5) and focuses on a
strict application of what is generally referred to as the “fixed-for-fixed” concept. The
following is the authoritative guidance we considered:

ASC 815-40-15-7C (formerly EITF 07-5 para. 15)

“An instrument (or embedded feature) shall be considered indexed to an entity’s own stock if
its settlement amount will equal the difference between the fair value of a fixed number of
the entity’s equity shares and a fixed monetary amount or a fixed amount of a debt
instrument issued by the entity. For example, an issued share option that gives the
counterparty a right to buy a fixed number of the entity’s shares for a fixed price or for a
fixed stated principal amount of a bond issued by the entity would be considered indexed to
the entity’s own stock.”

ASC 815-40-15-7D (formerly EITF 07-5 para. 15 and 16)

Securities and Exchange Commission

August 12, 2010

Page 3

“An instrument’s strike price or the number of shares used to calculate the settlement
amount are not fixed if its terms provide for any potential adjustment, regardless of the
probability of such adjustment(s) or whether such adjustments are in the entity’s control.
If the instrument’s strike price or the number of shares used to calculate the settlement
amount are not fixed, the instrument (or embedded feature) would still be considered indexed
to an entity’s own stock if the only variables that could affect the settlement amount would
be inputs to the fair value of a “fixed-for fixed” forward or option on equity shares.”

    Despite the strict “fixed-for-fixed” notion initially established in the literature, the EITF
concluded that certain adjustments that literally violate the strict “fixed-for-fixed” notion
would not preclude a conclusion that an instrument is indexed to the issuer’s stock, as
discussed in the second sentence of ASC 15-7D above. ASC 815-40-15-7E and ASC 815-40-15-7F
(formerly EITF 07-5 para. 16) further elaborates on this concept as follows:

“A fixed-for-fixed forward or option on equity shares has a settlement amount that is
equal to the difference between the price of a fixed number of equity shares and a fixed
strike price. The fair value inputs of a fixed-for-fixed forward or option on equity shares
may include the entity’s stock price and additional variables, including the strike price of
the instrument, term of the instrument, expected dividends or other dilutive activities,
stock borrow cost, interest rates, stock price volatility, the entity’s credit spread, and
the ability to maintain a standard hedge position in the underlying shares. Determinations
and adjustments related to the settlement amount (including the determination of the ability
to maintain a standard hedge position) must be commercially reasonable. An instrument (or
embedded feature) would not be considered indexed to the entity’s own stock if its
settlement amount is affected by variables that are extraneous to the pricing of a
fixed-for-fixed option or forward contract on equity shares. If an instrument’s settlement
calculation incorporates variables other than those used to determine the fair value of a
fixed-for-fixed forward or option on equity shares, or if the instrument contains a feature
(such as a leverage factor) that increases exposure to the additional variables listed above
in a manner that is inconsistent with a fixed-for-fixed forward or option on equity shares,
the instrument (or embedded feature) would not be considered indexed to the entity’s own
stock.”

    In describing the “settlement amount” above based on a fixed number of shares for a fixed
monetary amount, the EITF was essentially describing the intrinsic value of the option. That is
the settlement amount when an option is exercised by paying the
strike price and receiving the shares. In our case, as noted above, neither the strike price nor the number of shares covered
by the Warrants ever changes except in the case of dilution from stock splits, stock dividends
and related events. Such adjustments are specifically contemplated and allowed in ASC
815-40-55-42 and 55-43. The Warrants do not contain any provisions that adjust the Warrants for
“down round” issuances as discussed in ASC 815-40-55-33 through 55-34, nor do we have any
provisions that allow the Warrants to be settled for a fixed amount as discussed in ASC
815-40-55-35.

Securities and Exchange Commission

August 12, 2010

Page 4

    Our Warrants do allow the holder, contingent on certain events discussed above, to settle the
Warrants for an amount calculated under the Black-Scholes valuation model. That fair value would
include any intrinsic value (same as the settlement value under EITF 07-5) plus any remaining
time value. However, we do not believe that this is contradictory to the guidance or principles
in EITF 07-5 simply because time value is also included. The strike
price and the number of shares remain the same, but the settlement is simply for the entire fair value, using the very
formula referred to in EITF 07-5. In discussions with our auditors, they believe that it was
never the intent of the EITF to establish that a warrant that settled for intrinsic value was
indexed to a company’s stock, but a warrant that settled for its fair value was not.

    Specific to the settlement of our Warrants, the terms of the Warrants specifically outline the
inputs to the Black-Scholes settlement value, including the following:

    1.

    Remaining Term

    2.

    Interest Rate

    3.

    Volatility

    4.

    Stock Price

    5.

    Dividends

    6.

    Strike Price

    These are the only inputs to the Black-Scholes calculation in the Warrants and this is
consistent with ASC 815-40-15-7D which notes that “if the only variables that could affect the
settlement amount would be inputs to the fair value of a “fixed-for fixed” forward or option on
equity shares” then the instrument would still be considered indexed to an entity’s own stock.
ASC 815-40-15-7E specifies the inputs, and the inputs defined in our Warrants are consistent
with the literature. We also note that under our Warrants there are no other variables which
are inputs to the Black-Scholes settlement value calculation, which is consistent with ASC
815-40-15-7F. Thus, our Warrants are settled for fair value based on company-specific inputs to
a standard option valuation model, which is essentially the ultimate in indexation to the
company’s own stock.

    The following additional guidance is discussed in evaluating the settlement amount for an
instrument that may be indexed to the issuers own stock:

    ASC 815-40-15-7G

“Standard pricing models for equity-linked financial instruments contain certain implicit
assumptions. One such assumption is that the stock price exposure inherent in those
instruments can be hedged by entering into an offsetting position in the underlying equity
shares. For example, the Black-Scholes-Merton option-pricing model assumes that the
underlying shares can be sold short without transaction costs and that stock price changes
will be continuous. Accordingly, for purposes of applying Step 2, fair value inputs include
adjustments to neutralize the effects of events that can cause stock price discontinuities.
For example, a merger announcement may cause an immediate jump (up

Securities and Exchange Commission

August 12, 2010

Page 5

or down) in the price of shares underlying an equity-linked option contract. A holder of
that instrument would not be able to continuously adjust its hedge position in the
underlying shares due to the discontinuous stock price change. As a result, changes in the
fair value of an equity-linked instrument and changes in the fair value of an offsetting
hedge position in the underlying shares will differ, creating a gain or loss for the
instrument holder as a result of the merger announcement. Therefore, inclusion of provisions
that adjust the terms of the instrument to offset the net gain or loss resulting from a
merger announcement or similar event do not preclude an equity-linked instrument (or
embedded feature) from being considered indexed to an entity’s own stock.”

    Our Warrants do not contemplate the adjustments described above. In fact, our Warrants do not
adjust any terms at all. Rather, they settle for fair value calculated under the Black-Scholes
model as discussed above. We note that all of the factors which could impact the Black-Scholes
settlement value were negotiated and defined as part of the terms of the Warrants. In
particular, the inputs relating to volatility and stock price are each individually acceptable
inputs to a valuation model, in some cases involving averaging (as explicitly allowed for in ASC
815-40-55-38) and with remaining terms calculated in reference to relevant events triggering the
settlement. Based on this and in accordance with ASC 815-40-15-7G, we believe that the Warrants
do not contain any terms that would preclude the Warrants from being considered indexed to an
entity’s own stock.

    2.

    Further, with respect to your analysis of the events of ‘default’ or ‘major transactions’
under FASB ASC 815-40-25-4, please tell us how you considered your obligation to provide the
Black-Scholes fair value of the warrants upon the occurrence of events that are outside of
your control.

    RESPONSE:

    As discussed above, we believe the settlement for a Black-Scholes fair value complies with the
indexation guidance in ASC 815-40-15. Regarding our analysis of the Events of Default and Major
Transaction we also considered the following:

    ASC 815-40-25-4

    Accordingly, unless the economic substance indicates otherwise:

    a.

    Contracts shall be initially classified as either assets or
liabilities in both of the following situations:

Securities and Exchange Commission

August 12, 2010

Page 6

1. Contracts that require net cash settlement (including a requirement to net
cash settle the contract if an event occurs and if that event is outside the
control of the entity)

2. Contracts that give the counterparty a choice of net cash settlement or
settlement in shares (physical settlement or net share settlement).

    b.

    Contracts shall be initially classified as equity in both of the following situations:

a. Contracts that require physical settlement or net share settlement

b. Contracts that give the entity a choice of net cash settlement or settlement
in its own shares (physical settlement or net share settlement), assuming that
all the criteria set forth in paragraphs 815-40-25-7 through 25-35 and
815-40-55-2 through 55-6 have been met.

Our considerations were as follows:

ASC 815-40-25-4, ASC 815-40-25-7 and ASC 815-40-25-8 and ASC 815-40-55-2 through 55-6

    •

    The terms of the Warrants do not: a) require net cash settlement (even upon the
occurrence of an event that is outside the control of the entity); and b) give the
counterparty a choice of net cash settlement or settlement in shares (whether through a
physical settlement or a net share settlement).

    •

    Upon an Event of Default, a Warrantholder shall notify the Company of its desire to have
the Company elect to effect an early termination of the Warrant, in which case the Company
has the right but not the obligation to terminate the Warrant through a cash
payment. If the Company does not exercise its right to make a cash payment, the
Warrantholder will exercise the Warrant for shares. The Warrants provide for the
Warr