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September 22, 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: Mr. Martin James

Re: Insulet Corporation

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

Filed March 9, 2010

Dear Ladies and Gentlemen:

This letter is being furnished on behalf of Insulet Corporation (the “Company”) in response
to comments in the letter dated September 10, 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.

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

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

    1.

    Please refer to prior comment 1. We note your response to our comment which describes that
under Section 3(b) of the Warrant Agreement, in event of a Cashless Major Exercise the warrant
holder is entitled to a number of shares of common stock equal to the Black Scholes Value,
“divided by 95% of the closing price of the Company’s common stock.” We note that the 95%
feature appears to have a leveraging effect as it increases the rate of return for the warrant
holders as the price of your common stock rises. Please tell us how you assessed this 95%
feature under FASB ASC 815-40-15-7F(b) (paragraph 16 of EITF 07-05) and determined that it was
not a leverage factor that would be inconsistent with the fixed-for-fixed option on equity
 shares model.

In response to your comment, we believe that the Warrant Agreement does not contain a leverage
factor that would violate the fixed-for-fixed option on equity shares model. In that
regard, Section 3(b) of the Warrant Agreement indicates that in the event
of a Cashless Major Exercise the warrant holder is entitled to exchange the warrant for

shares. The settlement value (paid in shares) to be delivered upon exercise is calculated based on
the Black Scholes value of the option as defined in the Warrant Agreement.

ASC 815-40-15-7E and ASC 815-40-15-7F (formerly EITF 07-5 para. 16) state the following:

“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.”

On a cashless exercise (both a Cashless Major Exercise and a Cashless Default Exercise), the value
to be delivered is calculated based on the Black Scholes value of the option as defined in the
Agreement. All the inputs to that calculation meet the ASC 815-40-15-7E (formerly EITF 07-5)
criteria to be considered indexed to the issuer’s stock. We noted in our prior response:

“Specific to the settlement of our warrants, the terms of the Warrant Agreement 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 Warrant Agreement 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 the Warrant Agreement are consistent with the literature. We also note that 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 warrant is 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.”

After
concluding that  the settlement value is  a Black Scholes value that is acceptable under the
indexation criteria, we evaluated the settlement of the instrument (that is, the delivery of the
consideration) under the classification literature generally in ASC 815-40-25 (formerly EITF
00-19).

Under the
Warrant Agreement, the settlement amount (Black Scholes Value) is used to calculate the
number of shares of our common stock to be delivered in satisfaction of the warrant exercise. In
the case of cashless exercises, due to exceptions under securities law, the shares to be delivered
can be unregistered. ASC 815-40-25-17 indicates that a contract may specify that the value of the
unregistered shares to be delivered under share settlement is to be determined by the counterparty
using commercially reasonable means. That share value is then used to determine the number of
unregistered shares that must be delivered to the counterparty. The guidance on classification in
ASC 815-40-25-17 allows for a commercially reasonable adjustment to the value of the shares to be
delivered when unregistered shares are delivered. The Warrant Agreement indicates that the
adjustment to the value of the shares to be delivered is determined based on dividing the
settlement amount (Black Scholes Value) by 95% of the closing price of the Company’s common stock.
We believe that this is a commercially reasonable adjustment and that it considers the fact that
the shares delivered may be, at the Company’s option, unregistered shares. We believe the 5%
adjustment should be viewed, and was intended to be viewed by the counterparty, as the adjustment
for the value of the unregistered shares that could be delivered (that is, as a contractually
agreed upon protection to the holder should the Company choose to deliver unregistered shares).
Thus, we considered the 95% as being an allowable adjustment under the classification guidance and
not related to the indexation guidance.

In
summary, the settlement amount is first calculated using the Black
Scholes model that does not have any
leveraging inputs. In contrast, if the share price was adjusted prior
to being an input into the Black Scholes model, we believe
that might be a “leveraging” factor problematic within ASC 815-40-15-7E and 15-7F. Under the
Agreement, no adjustment is made to the share price input in the Black Scholes model. Once the
settlement amount is determined, we then figure out how many shares
are necessary to settle it. It is that settlement that uses the adjustment as described above.

We consulted with our EY Audit Engagement Team and National Office at the inception of this
transaction regarding the accounting for this transaction and again to address this specific
comment posed above. Our understanding is that EITF 07-5 did not modify EITF 00-19. Therefore we
believe the adjustment to shares delivered in settlement must not be a “leverage factor” the
Working Group was concerned about. That is not to say that we believe any discount on shares
would be acceptable; however in our case the discount is “commercially reasonable” and

considered in the calculation of
shares to be delivered rather than calculation of the settlement
amount, and therefore should not be considered
problematic.

In
conclusion, in accordance with ASC 815-40-15-7F, we do not believe that the 95% adjustment feature is a
leverage factor.

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 Officer

    cc:

    Raymond C. Zemlin, Esq.

   (Goodwin Procter LLP)