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corresp

September 1, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3030

100 F. Street, N.E.

Washington, D.C. 20549-6010

Attention: Mr. Kevin Kuhar

Re: Insulet Corporation

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

Filed March 9, 2010

Amendment No. 1 to Form 10-K filed August 9, 2010

Form 10-Q for the Fiscal Quarter ended March 31, 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 August 27, 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.

Consistent with our telephone conversation on Monday, August 30, 2010, we are responding at this
time just to your Comment 1. We expect to respond separately to the remainder of your comments
within the time period you requested.

To facilitate your review of our response, we have repeated in full your Comment 1 in italics
below.

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

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

    1.

    Refer to prior comments 1 and 2. Please note we have not yet completed our evaluation of
your response to our comment. To assist us in understanding the warrant agreement, please
provide us an example of how the warrant would be settled using the Black-Scholes value of the
warrant in the event of a “major transaction” or “default”, as defined. Please provide
sufficient detail in the example for us to understand your accounting entries and valuation of
the transaction.

    RESPONSE:

    1.

    Section 5(c)(i) of the Warrant Agreement defines the rights of the Warrantholders in the
event that a Major Transaction occurs. A Major Transaction primarily represents a change in
control transaction and is more fully defined in sections 5(c)(i)(A) — 5(c)(i)(G) of the
Warrant Agreement.

    Under the Agreement, the Warrantholders have certain termination rights associated with the
Warrant in the case of a Major Transaction. To the extent that the consideration for the Major
Transaction consists entirely or partially of cash, the Warrantholders can require the Company
to redeem the outstanding warrants (determined based on the proportion of cash consideration in
the Major Transaction) at a price payable to the Warrantholders equal to the Black Scholes Value
(calculated as defined in the Agreement) in cash in a proportionate amount to the amount of cash
received by all other shareholders. To the extent that the consideration for the Major
Transaction is securities of the Successor Entity, then the Warrantholders may exercise the
Warrant in a Cashless Major Exercise based on a Black Scholes Value (calculated as defined in
the Agreement). As a result, the Warrantholders are entitled to cash, shares, or some
combination of cash and shares, consistent with the consideration paid to existing shareholders
under the terms of the Major Transaction. Section 5(c)(iii) specifies the computation of the
settlement and the criteria for determining the Black Scholes Value.

    The example below calculates the Black Scholes settlement value and the number of shares to be
issued for a termination in the event of a Major Transaction (Cashless Major Exercise) where the
consideration paid to existing shareholders is in equity and the Warrantholder executes a
cashless exercise.

    Under Section 3(b) of the Agreement, in the event of a Cashless Major Exercise, the
Warrantholder is entitled to a number of shares of common stock equal to the Black Scholes Value
(calculated as defined in the Agreement), divided by 95% of the closing price of the Company’s
common stock on the trading day immediately preceding the date on which the Major Transaction is
consummated.

    Assumptions:

    •

    The Company is acquired on June 16, 2010 in a merger transaction pursuant to which
all Insulet shareholders would receive 1 share of the Successor Entity for each share
of Insulet. In all Major Transaction scenarios, the form of consideration received by
the Warrantholders mirrors the form of consideration received by all other shareholders

    •

    The Warrantholders exercised warrants to purchase 3,000,000 shares of the Company’s
common stock in a cashless exercise on June 16, 2010 immediately prior to the closing
of the Major Transaction

    •

    Closing price of the Company’s stock on the consummation date (June 16, 2010) and on
the date preceding the date of consummation of the transaction is $15.36 (assuming this
is the price negotiated between the Company and the Successor Entity)

    •

    As of June 16, 2010, the Black Scholes Value is calculated to be $12.661 using the
following: strike price of $3.13; closing price of $15.36; volatility of 48%, which is
the mean of the 10 day, 30 day and 50 day historical volatilities of the Company’s

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    common stock; expected life of the warrants of 4.74 years, calculated based on the
number of days remaining from the announcement date through the expiration of the
warrants; risk free rate of 2.06%

    Based on the assumptions above, the Company calculated the Black Scholes Value of the warrants
to be $12.661. Under a Cashless Major Exercise of the warrants to purchase 3,000,000 shares,
the Company would issue 2,603,002 shares of common stock, calculated as follows:

    A

    Warrants Exercised

    3,000,000

    B

    Black Scholes Value

    $
    12.661

    C

    Closing Price

    $
    15.36

    Shares Issued (A * (B/(C * 95%))

    2,603,002

    The only accounting entries required in this example would be to record the issuance of
shares upon exercise of the warrant, which is a memorandum entry in our accounting records.

* * *

On behalf of the Company, I hereby acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filings; 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 Unite States.

Should you have any further comments or questions with regard to the foregoing, please do not
hesitate to contact the undersigned by phone at (781) 457-4848 or by e-mail at broberts@insulet.com

    Sincerely,

    /s/ Brian Roberts

    Brian Roberts

    Chief Financial Officers

cc: Raymond C. Zemlin, Esq.

     (Goodwin Procter LLP)

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