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SEC Company Response from INSULET CORP (PODD) (CIK 0001145197) (PODD) — May 10, 2007

INSULET CORP (PODD) (CIK 0001145197)
Date: May 10, 2007 · CIK: 0001145197 · Accession: 0000950135-07-003037

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File numbers found in text: 333-140694

Date
May 10, 2007
Author
INSULET CORPORATION
Form
CORRESP
Company
INSULET CORP (PODD) (CIK 0001145197)

Letter

Via EDGAR and Facsimile Securities and Exchange Commission Division of Corporation Finance Attention: Mr. Donald C. Hunt RE: Insulet Corporation Registration Statement on Form S-1 File No. 333-140694

Dear Mr. Hunt:

In accordance with Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended (the “Securities Act”), Insulet Corporation (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) so that it may be declared effective at 2:00 p.m., Eastern time, on Monday, May 14, 2007, or as soon as practicable thereafter. The Company is aware of its obligations under the Act.

The Company hereby acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

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

If you have any questions regarding this request, please contact Raymond C. Zemlin at (617) 570-1512 or Daniel P. Adams at (617) 570-1966 of Goodwin Procter LLP.

Sincerely,
INSULET CORPORATION

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CORRESP
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corresp

Insulet Corporation

9 Oak Park Drive

Bedford, MA 01730

May 10, 2007

Via EDGAR and Facsimile

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Mr. Donald C. Hunt

    RE:

    Insulet Corporation

Registration Statement on Form S-1

File No. 333-140694

Dear Mr. Hunt:

In accordance with Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as
amended (the “Securities Act”), Insulet Corporation (the “Company”) hereby
respectfully requests acceleration of the effective date of the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”) so that it may be declared effective
at 2:00 p.m., Eastern time, on Monday, May 14, 2007, or as soon as practicable thereafter. The
Company is aware of its obligations under the Act.

The Company hereby acknowledges the following:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

    •

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

If you have any questions regarding this request, please contact Raymond C. Zemlin at (617)
570-1512 or Daniel P. Adams at (617) 570-1966 of Goodwin Procter LLP.

    Sincerely,

INSULET CORPORATION

    /s/ R. Anthony Diehl

    By: R. Anthony Diehl

    Title:
    General Counsel