SecProbe.io

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 March 24, 2026

Flavia Pease
Chief Financial Officer, Executive Vice President
INSULET CORP
100 Nagog Park
Acton, Massachusetts 01720

 Re: INSULET CORP
 Form 10-K for Fiscal Year Ended December 31, 2025
 Filed February 18, 2026
 File No. 001-33462
Dear Flavia Pease:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document Insulet Corporation 100 Nagog Park, Acton, MA 01720 March 23, 2026 Attention: Ms. Tracey Houser Mr. Al Pavot Via Edgar U.S. Securities and Exchange Commission Division of Corporate Finance Office of Industrial Applications and Services Re: Insulet Corporation Form 10-K for Fiscal Year Ended December 31, 2025 Filed February 18, 2026 File No. 001-33462 Dear Ms. Houser and Mr. Pavot, Insulet Corporation (the “Company”) is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 17, 2026, with respect to Insulet Corporation’s Form 10-K filed with the Commission on February 18, 2026 (the “Form 10-K”). Set forth below is the heading and text of the comment followed by our response: Form 10-K for Fiscal Year Ended December 31, 2025 Note 3. Segment and Geographic Data, page 53 1. Please expand your disclosures to explain how the CODM uses consolidated operating income and net income in assessing each segment’s performance and deciding how to allocate resources. Refer to the guidance in ASC 280-10-50-29(f) along with the example in ASC 280-10-55-47(bb). Response: In response to the Staff’s comment, the Company will revise its segment and geographic data disclosure to include the following statement beginning with its Form 10-Q for the first quarter of 2026: The Company’s CODM uses operating income and net income to monitor actual results against     forecast and budget to identify business trends, assess operating performance, and modify capital allocation as necessary. The Company acknowledges that it and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, actions or absence of action by the Staff. Please do not hesitate to contact us with any questions or comments you may have. Sincerely, /s/ Flavia Pease Chief Financial Officer, Executive Vice President (978) 600-7797 Copy: Jack Kapples, SVP, General Counsel Lauren Budden, GVP, Chief Accounting Officer and Controller  1 (800) 591-3455 | 100 Nagog Park, Acton, MA 01720 978.600.7000 NASDAQ PODD Insulet.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2026

Flavia Pease
Chief Financial Officer, Executive Vice President
INSULET CORP
100 Nagog Park
Acton, Massachusetts 01720

 Re: INSULET CORP
 Form 10-K for Fiscal Year Ended December 31, 2025
 Filed February 18, 2026
 File No. 001-33462
Dear Flavia Pease:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2025
Note 3. Segment and Geographic Data, page 53

1. Please expand your disclosures to explain how the CODM uses consolidated
operating
 income and net income in assessing each segment s performance and
deciding how to
 allocate resources. Refer to the guidance in ASC 280-10-50-29(f) along
with the example
 in ASC 280-10-55-47(bb).

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

 Please contact Tracey Houser at 202-551-3736 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
 March 17, 2026
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Industrial Applications and
 Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 19, 2022
Wayde McMillan
Chief Financial Officer
INSULET CORPORATION
100 Nagog Park
Acton, Massachusetts 01720
Re:INSULET CORPORATION
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 24, 2022
File No. 001-33462
Dear Mr. McMillan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Document

April 18, 2022

Wayde McMillan

Executive Vice President & Chief Financial Officer

Insulet Corporation

100 Nagog Park

Acton, Massachusetts 01720

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Re:      Insulet Corporation

            Form 10-K for the Fiscal Year Ended December 31, 2021

            Filed February 24, 2022

            File No. 001-33462

Dear Ms. Bennett and Ms. Lochhead:

Insulet Corporation (the “Company”) is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 14, 2022, with respect to Insulet Corporation’s Form 10-K filed with the Commission on February 24, 2022 (the “Form 10-K”).

Set forth below is the heading and text of the comment followed by our response:

Form 10-K for the Fiscal Year Ended December 31, 2021

Consolidated Financial Statements, page 44

1.In future filings, please revise to separately disclose the amount of related party transactions on the face of the consolidated balance sheet and statement of income. Refer to Rule 4-08(k) of Regulation S-X.

Response:  In response to the Staff’s comment, in future filings the Company will separately disclose on the face of the financial statements the related party transaction amounts that are currently disclosed in Note 5 of the financial statements in the 10-K.

Sincerely,

/s/ Wayde McMillan

Executive Vice President & Chief Financial Officer

(303) 217-3736

Copy:   John Kapples, SVP, General Counsel

             Lauren Budden, Group VP, Chief Accounting Officer and Controller

United States securities and exchange commission logo
April 14, 2022
Wayde McMillan
Chief Financial Officer
INSULET CORPORATION
100 Nagog Park
Acton, Massachusetts 01720
Re:INSULET CORPORATION
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 24, 2022
File No. 001-33462
Dear Mr. McMillan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2021
Consolidated Financial Statements, page 44
1.In future filings, please revise to separately disclose the amount of related
party transactions on the face of the consolidated balance sheet and statement of income.
Refer to Rule 4-08(k) of Regulation S-X.

 FirstName LastNameWayde McMillan
 Comapany NameINSULET CORPORATION
 April 14, 2022 Page 2
 FirstName LastName
Wayde McMillan
INSULET CORPORATION
April 14, 2022
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jeanne Bennett at 202-551-3606 or Kristin Lochhead, Senior Staff
Accountant, at 202-551-3664 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

Mail Stop 3030
September 8, 2016

Via E -mail
Michael L. Levitz
Chief Financial Officer
Insulet Corporation
600 Technology Park Drive, Suite 200
Billerica, Massachusetts 01821

Re:  Insulet Corporation
Form 10 -K for the Fiscal Year  Ended December 31, 201 5
Filed February 29, 2016
File No. 001 -33462

Dear Mr. Levitz :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Martin James

Martin James
Senior Assistant Chief Accountant
 Office of Elect ronics and Machinery

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Mr. Russell Mancuso

August 26, 2016

Page 1

August 26, 2016

BY EDGAR AND FEDEX

Mr. Russell Mancuso

Branch Chief

Office of Electronics and Machinery

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:
Insulet Corporation

Form 10-K for the Fiscal Year Ended December 31, 2015

Form 10-Q for the Quarterly Period Ended June 30, 2016

Response dated July 29, 2016

File No. 001-33462

Dear Mr. Mancuso:

Set forth below are the responses of Insulet Corporation (Insulet or the Company) to the staff’s follow-up letter of comment, dated August 15, 2016 (the Comment Letter), relating to disclosures in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.  For convenience of reference, each paragraph below is numbered to correspond to the numbered comment set forth in the Comment Letter. For responses in which we were asked to expand our original response, we included the original response, to the extent applicable, and included our expanded discussion in italicized font for convenience.

Form 10-K for the Fiscal Year Ended December 31, 2015

Third-Party Reimbursement, page 13

1.   Please expand your response to prior comment 3 to address whether UnitedHealth provides reimbursement for products such as yours. It remains unclear whether the “limited number of cases” mentioned on page 13 represents the full extent of third-party reimbursement issues.

Response:

In the United States, our products are generally reimbursed by third-party payors, and we bill those payors for products provided to patients. There are no material private third-party payors that have declined to reimburse expenses for our products for their overall covered lives population, including UnitedHealth. Recently UnitedHealth announced restrictions in reimbursement for durable tubed insulin delivery devices, but UnitedHealth has confirmed that these restrictions do not affect UnitedHealth’s coverage of the Omnipod, which UnitedHealth does not consider a durable tubed insulin delivery device.

Mr. Russell Mancuso

August 26, 2016

Page 2

As disclosed, in certain cases, some third-party payors have declined to reimburse for a particular patient because such patient failed to meet its criteria, most often because the patient already received reimbursement for an insulin pump from that payor within the warranty period, which is generally four years, or because the patient did not meet their medical criteria for an insulin infusion device.  Reimbursement may also be declined by insurers based upon language in the contract between the insurer and the insured group.  An example of this is certain employer self-insurance plans that may choose to decline coverage based on specific provisions within those individual plans.  While this applies to certain UnitedHealth plans, plans provided by UnitedHealth and other payors that may choose to decline coverage in this way represent a small subset of our overall potential patient population and are not believed to be material to our business.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 37

2.   We note your response to prior comment 5 regarding the potential reasons for changes in sales of your Personal Diabetes Manager. Please expand your response to tell us which reasons caused the changes in sales of the Personal Diabetes Manager device during each period presented in your Form 10-K and most recent Form 10-Q, and the significance of each such reason during the period.

Response:

We respectfully acknowledge the Staff's comment. Sales of the Personal Diabetes Manager (PDM) and other accessories (which accessories are typically packaged together with the PDM and sold collectively, not separately) represent less than six percent of consolidated sales for each of the periods presented in the Form 10-K for the year ended December 31, 2015 and for each of the periods presented in the Form 10-Q for the quarter ended March 31, 2016 and in the Form 10-Q for the quarter ended June 30, 2016. With respect to the OmniPod system, more than 90 percent of the system revenue was from stand-alone sales of the OmniPod disposable device for each of the periods presented in the Form 10-K for the year ended December 31, 2015 and for each of the periods presented in the Form 10-Q for the quarter ended March 31, 2016 and in the Form 10-Q for the quarter ended June 30, 2016.  The remaining amount, which represents less than approximately 10 percent of system revenue, was attributable to sales of the PDM and other accessories. More specifically, global revenue from the sales of the PDM and accessories were approximately $11.6M, $11.3M, and $14.2M for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, respectively. Revenue from the sales of the PDM and accessories were approximately $6.6M and $5.4M for the six months ended June 30, 2016 and June 30, 2015, respectively. The increase for the six months ended June 30, 2016 and the year ended December 31, 2015, as compared to the corresponding period in the previous year, was primarily driven by our acquisition of Canadian OmniPod distribution operations in July 2015. The decrease for the year ended December 31, 2014, as compared to the prior year, was primarily driven by a decrease in PDM sales volumes reflecting high demand in 2013 upon the release of a new PDM, as well as manufacturing and other product issues faced subsequent to the 2013 product release.

Mr. Russell Mancuso

August 26, 2016

Page 3

PDM sales may be made for a variety of reasons including new patient starts and replacements made for existing customers after expiration of the original warranty period. Due to the relative insignificance of revenue attributable to the PDM, we do not believe the relative revenue between the OmniPod device and the PDM is meaningful to identifying or understanding trends or uncertainties that would have a material impact on our revenue, or provide clarification regarding the effect of customer retention or new patient starts. Furthermore, changes in PDM revenue in any given period may be from other factors such as customer mix, pricing, or new product offerings. As the PDM sales are not meaningful to trends, are within the same class of products as the OmniPod device, and are less than 10 percent of total consolidated revenue, we determined no additional disclosure was warranted in accordance with Regulation S-K Item 303 and Regulation S-K Item 101(c)(1)(i) for each of the respective periods.

3.    Please expand your response to prior comment 6 to tell us the extent of (1) customer retention and (2) installed base growth during each period presented in your Form 10-K and most recent Form 10-Q. Also tell where you believe those Forms provide investors this information. Given your response to prior comment 7 regarding a royalty based on new patient starts, it appears that you may have information regarding installed base growth.

Response:

During the twelve months ended December 31, 2014, our U.S. and international distributors built up a level of safety stock, among other reasons, we believe, to mitigate risk associated with potential production capacity constraints and their ability to meet end-user demand.  During the first quarter of 2015, our U.S. distributors reduced days-on-hand inventory as we increased our production capacity and demonstrated the ability to supply high-quality product to meet customer demand.  During the first and second quarters of 2015, the improved production capacity enabled our international distributor to reduce on-hand inventory levels to better manage their working capital and offset the financial impact of the strength of the U.S. dollar on their business.  This change in ordering patterns was not driven by minimum purchase obligations and was not a result of changes in our customer retention or installed base growth.  While we are unable to quantify the exact magnitude of the impact of the change in ordering patterns, we believe the factors driving the changes for both U.S. OmniPod and International OmniPod were disclosed in order of magnitude.  That is, the increased U.S. OmniPod revenue was primarily driven by growth in installed base and the change in distributor ordering patterns was less significant, whereas the change in International OmniPod revenue was primarily a result of the unfavorable distributor ordering patterns in the first quarter of 2015 and the increase in installed base was less significant, but still an important factor.

Mr. Russell Mancuso

August 26, 2016

Page 4

We sell our OmniPod System through a combination of direct sales representatives and independent distributors in both the United States and outside of the United States. Independent distributors represent approximately 40% of our total sales in the United States and the vast majority of our international sales. While we receive reporting for new patient starts from these independent distributors, which is used to calculate the fees paid to us by Abbott Diabetes Care, Inc. (Abbott), as indicated in our response to prior comment 7, we do not receive specific and reliable customer tracking data sufficient to calculate a precise measurement for our customer attrition rates nor our installed base.  Accordingly, we have not historically disclosed changes in our installed base or customer attrition within our filings with the SEC. Beginning in 2015, we have provided annual indications of our installed base estimates in publicly-available webcast presentations, but we qualify all such figures as only directional in nature due to the data limitations resulting from the significance of our distributor channel and the related lack of visibility into specific customer information from our distributors. Based on our estimates utilizing new patient starts, trended ordering patterns and estimated attrition rates, we believe our global installed base increased by approximately 20% from December 31, 2014 to December 31, 2015, and from June 30, 2015 to June 30, 2016. These estimates are based on an estimated annual U.S. attrition rate of approximately 9%. Again, these are approximations based on limited data and are only represented as such to provide directional information in publicly-available webcast presentations.

4.    We note your response to prior comment 6 regarding being unable to quantify the exact magnitude of changes and offsetting factors. Please note that the information need not be exact if it is accurate and not misleading in context but should, if material, be disclosed. In future filings, where you address multiple or offsetting factors contributing to material changes, please ensure that you provide sufficient information regarding the significance of each factor for investors to evaluate its effect. For example, on page 30 of your most recent Form 10-Q, you refer to the impact of entry into new markets and continued adoption in existing markets without information regarding the extent to which new markets have contributed to your change in revenue.

Response:

We respectfully acknowledge the Staff’s comments and in future filings we will provide additional disclosures surrounding the significance of factors contributing to the changes in our revenue, consistent with the guidance noted above, to the extent such information is material and can be presented in a manner that is accurate and not misleading.

Mr. Russell Mancuso

August 26, 2016

Page 5

5.    Please expand your response to prior comment 7 to clarify (1) the nature of the “changes in the structure of the agreement over time” and (2) why those changes cause the royalty payments to not be indicative of changes in new patient starts.

Response:

Our consolidated revenue included royalty revenue of $3.5 million, $6.7 million and $6.9 million in the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.  Our rights to incorporate the FreeStyle blood glucose meter into the OmniPod System are governed by a development and license agreement with Abbott.  Under the terms of this agreement, Abbott pays us a royalty for qualified new patient starts which is the primary driver of the royalty revenue recognized in each of the years presented. Due to changes in the structure of the arrangement over time, historic changes in royalty revenue have not necessarily been indicative of trends in new patient starts or other related metrics. Specifically, under the terms of the agreement that applied to reported royalty revenue in the years ended December 31, 2014 and 2013, a fixed fee was paid to Insulet to include Abbott’s Freestyle blood glucose meter in the OmniPod system, and this fee was recognized as revenue ratably over the contract term, which ended in early 2015.  This agreement was amended in January 2015 and fees paid to Insulet under the amended agreement include both a fixed fee and a variable fee associated with the quantity of qualified new patient starts. Based upon the impact of the fixed versus variable nature of the fees over the periods presented, the changes in royalty revenue recognized for the years ended December 31, 2015, 2014 and 2013 are not indicative of changes in new patient starts during those periods.

Form 10-Q for Fiscal Quarter Ended June 30, 2016

6.    From your August 3, 2016 conference call, it appears that you expect the growth rate in each of the three revenue categories disclosed in the table on page 30 to be lower than the historic percentages disclosed in that table. Please tell us the reasons for the lower growth rate, addressing each of the three disclosed revenue categories separately. Also tell us how you considered or addressed the requirements of Item 303(a)(3)(ii) of Regulation S-K in preparing your filing.

Response:

On our August 3, 2016 conference call, we stated that we expect full year growth rates in the upper teens for U.S. OmniPod revenue, growth of approximately 65% for International OmniPod revenue, and growth of approximately 75% for Drug Delivery revenue. In comparison, for the six months ended June 30, 2016, our U.S. OmniPod revenue increased by 26%, our International OmniPod revenue increased by 180%, and our Drug Delivery revenue increased by 143%, in each case, as compared to the six months ended June 30, 2015.

Mr. Russell Mancuso

August 26, 2016

Page 6

Our lower projected full-year comparative period revenue growth rate for U.S. OmniPod (as compared to the growth rate for the completed six-month comparative periods) was driven by distributor ordering patterns in 2015, where U.S. distributors ordered fewer products in the first quarter of 2015 than previous periods to reduce their safety stock following manufacturing and supply chain improvements, as disclosed in our Form 10-Q for the quarter ended June 30, 2016. We provided disclosure in the Form 10-Q below the referenced table that “[t]he results for the first six months of 2015 included lower U.S. Omnipod sales which partially resulted from unfavorable distributor ordering patterns in the first quarter of 2015” and that the U.S. distributor ordering patterns stabilized after the first quarter of 2015.  We believe this disclosure provided readers with an explanation of why the growth rate percentages for the six-month comparison periods would not be expected to be maintained on a full-year basis (where the first quarter of 2015 represents only a quarter of the applicable 2015 period). Having reviewed the guidance in Item 303(a)(3)(ii) of Regulation S-K, we believe no additional disclosure was warranted.

Similarly, our lower projected annual revenue growth rate for International OmniPod was driven by the impact of distributor ordering patterns in 2015, where our internat

Mail Stop 3030
August 15 , 2016

Via E -mail
Michael L. Levitz
Chief Financial Officer
Insulet Corporation
600 Technology Park Drive, Suite 200
Billerica, Massachusetts 01821

Re: Insulet Corporation
Form 10 -K for Fiscal Year Ended December 31, 2015
Form 10 -Q for Fiscal Quarter  Ended  June 30, 2016
 Response dated July 29, 2016
File No. 001 -33462

Dear Mr. Levitz :

We have reviewed  your response to our comment  letter  and have the following
comment s.  In some of our comments , we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
infor mation or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional commen ts.
Unless we note otherwise, our references to prior comments are to comments in our June 30,
2016  letter .

Form 10 -K for Fiscal Year Ended December 31, 2015

Third -Party Reimbursement, page 13

1. Please expand your response to prior comment 3 to add ress whether UnitedHealth
provides reimbursement for products such as yours.   It remains unclear whether the
“limited number of cases” mentioned on page 13 represents the full extent of third -party
reimbursement issues.

Michael L. Levitz
Insulet Corporation
August 15 , 2016
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
37

2. We note your response to prior comment 5 regarding the potential reasons for changes in
sales of your Personal Diabetes Manager.   Please expand your response to tell us which
reasons cause d the changes in sales of the Personal Diabetes Manager device during each
period presented in your Form 10 -K and most recent Form 10 -Q, and the significance of
each such reason during the period.

3. Please expand your response to prior comment 6 to tell u s the extent of  (1) customer
retention and  (2) installed base growth during each period presented in your Form 10 -K
and most recent Form 10 -Q.  Also tell where you believe those Forms provide investors
this information.   Given your response to prior commen t 7 regarding a royalty based on
new patient starts, it appears that you may have information regarding installed base
growth.

4. We note your response to prior comment 6 regarding being unable to quantify the exact
magnitude of changes and offsetting factor s.  Please note that the information need not be
exact if it is accurate and not misleading in context but should, if material, be
disclosed.   In future filings, where you address multiple or offsetting factors contributing
to material changes, please ensu re that you provide sufficient information regarding the
significance of each factor for investors to evaluate its effect.   For example, on page 30 of
your most recent Form 10 -Q, you refer to the impact of entry into new markets and
continued adoption in e xisting markets without information regarding the extent to which
new markets have contributed to your change in revenue.

5. Please expand your response to prior comment 7 to clarify (1) the nature of the “changes
in the structure of the agreement over time”  and (2) why those changes cause the royalty
payments to not be indicative of changes in new patient starts.

Form 10 -Q for Fiscal Quarter Ended June 30, 2016

6. From your August 3, 2016 conference call, it appears that you expect the growth rate in
each of  the three revenue categories disclosed in the table on page 30 to be lower than the
historic percentages disclosed in that table.   Please tell us the reasons for the lower
growth rate, addressing each of the three disclosed revenue categories separately.   Also
tell us how you considered or addressed the requirements of Item 303(a)(3)(ii) of
Regulation S -K in preparing your filing.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Michael L. Levitz
Insulet Corporation
August 15 , 2016
Page 3

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; 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 United States.

Please contact Laurie Abbott at (202) 551 -8071 or me at (202) 551 -3617 with any questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: David Colleran, Esq.

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July 29, 2016

BY EDGAR AND FEDEX

Mr. Martin James

Senior Assistant Chief Accountant

Office of Electronics and Machinery

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:
Insulet Corporation

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

Form 10-Q for the Quarterly Period Ended March 31, 2016

Filed April 29, 2016

File No. 001-33462

Dear Mr. James:

Set forth below are the responses of Insulet Corporation (Insulet or the Company) to the staff’s letter of comment, dated June 30, 2016 (the Comment Letter), relating to disclosures in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016.  For convenience of reference, each paragraph below is numbered to correspond to the numbered comment set forth in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2015

Patents, page 7

1.
Please tell us when your patents expire. See Regulation S-K Item 101(c)(1)(iv).

Response:

The issued United States patents referenced in our Form 10-K for the Fiscal Year Ended December 31, 2015 have expiration dates that range from 2020 through 2031. We respectfully acknowledge the Staff’s comments and we will include this information in future filings.

Mr. Martin James

July 29, 2016

Page 2

Government Regulation, page 9

2.
Please tell us the nature of the FDA inspectional observations that you mention in the last sentence of the second paragraph on page 11.

Response:

The FDA inspectional observations received on December 11, 2015 identified issues in product design control, proper assessment of design changes and procedural opportunities in device acceptance which were all specifically related to the Field Safety Notification of July 2015. Insulet has worked closely with the FDA to address these observations.  We have received no objections to date on the responses provided to the FDA and we are awaiting final closure from the FDA.

Third-Party Reimbursement, page 13

3.
Please tell us whether any material private third-party payers have declined to reimburse expenses for products like yours, other than in the “limited number of cases” that you mention in the second sentence of the third paragraph of this section.

Response:

In the United States, our products are generally reimbursed by third-party payors, and we bill those payors for products provided to patients. There are no material private third-party payors that have declined to reimburse expenses for our products for their overall covered lives population.  As disclosed, in certain cases, some third-party payors have declined to reimburse us for a particular patient because such patient failed to meet its criteria, most often because the patient already received reimbursement for an insulin pump from that payor within the warranty period, which is generally four years, or because the patient did not meet their medical criteria for an insulin infusion device.  Reimbursement may also be declined by specific employer self-insurance plans based on specific provisions within those individual plans.  This represents a much smaller subset of our overall potential patient population and is not believed to be material to our business.

Risk Factors, page 13

Our ability to grow our revenue, page 28

4.
Please tell us the names of the customers mentioned in the third sentence of the second paragraph of this risk factor. Also provide us your analysis of whether these names must be disclosed per Regulation S-K Item 101(c)(1)(vii).

Mr. Martin James

July 29, 2016

Page 3

Response:

The significant customers discussed in the risk factor that make up over 10 percent of consolidated revenue are Ypsomed Distribution AG, our exclusive European distributor, and RGH Enterprises, Inc., one of our distributors in the United States, for each of the years ended December 31, 2014 and 2015.  For the year ended December 31, 2013, RGH Enterprises, Inc. represents the only customer with revenue in excess of 10 percent of consolidated revenues. We respectfully acknowledge the Staff's comment and, in future filings, we will disclose the names of those customers that comprise over 10% of the Company’s consolidated revenue, in accordance with the guidance in Item 101(c)(1)(vii).

Management’s Discussion and Analysis, page 37

Results of Operations, page 39

5.
Please tell us the amount of OmniPod revenue separate from the amount of revenue from your handheld Personal Diabetes Manager device during each period presented in this filing and in your Form 10-Q for the fiscal quarter ended March 31, 2016. Address in your response (1) whether these separate results provide clarification regarding your disclosure related to the effect of customer retention or new patient starts, and (2) whether the information is required to be disclosed per Regulation S-K Item 101(c)(1)(i) or as a trend per Regulation S-K Item 303. In this regard, we note your reference to your product lines on page 39.

Response:

We respectfully acknowledge the Staff's comment. Sales of the Personal Diabetes Manager (PDM) and other accessories (which accessories are typically packaged together with the PDM and sold collectively, not separately) represent less than six percent of consolidated sales for each of the periods presented in the Form 10-K for the year ended December 31, 2015 and for each of the periods presented in the Form 10-Q for the quarter ended March 31, 2016. With respect to the OmniPod system, more than 90 percent of the system revenue was from stand-alone sales of the OmniPod disposable device for each of the periods presented in the Form 10-K for the year ended December 31, 2015 and for each of the periods presented in the Form 10-Q for the quarter ended March 31, 2016.  The remaining amount, which represents less than approximately 10 percent of system revenue, was attributable to sales of the PDM and other accessories. More specifically, revenue from the sales of the PDM and accessories were approximately $11.6M, $11.3M, and $14.2M for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, respectively. Revenue from the sales of the PDM and accessories were approximately $2.5M and $2.8M for the quarters ended March 31, 2015 and March 31, 2016, respectively. PDM sales may be made for a variety of reasons including new patient starts and replacements made for existing customers after expiration of the original warranty period. Due to the relative insignificance of revenue attributable to the PDM, we do not believe the relative revenue between the OmniPod device and the PDM is meaningful to identifying or understanding trends or uncertainties that would have a material impact on our revenue, or provide clarification regarding the effect of customer retention or new patient starts. Furthermore, changes in PDM revenue in any given period may be from other factors such as customer mix, pricing, or new product offerings. As the PDM sales are not meaningful to trends, are within the same class of products as the OmniPod device, and are less than 10 percent of total consolidated revenue, we determined no additional disclosure was warranted in accordance with Regulation S-K Item 303 and Regulation S-K Item 101(c)(1)(i) for each of the respective periods.

Mr. Martin James

July 29, 2016

Page 4

6.
Please tell us with specificity the nature and causes of the “ordering patterns” that led to the changes mentioned in this section and on page 27 of your Form 10-Q for the fiscal quarter ended March 31, 2016. Address in your response the effect of any minimum purchase obligations. Also tell us the magnitude of these changes and the offsetting factors disclosed in your “Revenue” discussion and analysis in the Form 10-K and Form 10-Q. In your response, please ensure that the extent of customer retention and the extent of your installed base growth in the relevant periods are clear.

Response:

During the twelve months ended December 31, 2014, our U.S. and international distributors built up a level of safety stock, among other reasons, we believe, to mitigate risk associated with potential production capacity restraints and their ability to meet end-user demand.  During the first quarter of 2015, our U.S. distributors reduced days-on-hand inventory as we increased our production capacity and demonstrated the ability to supply high-quality product to meet customer demand.  During the first and second quarters of 2015, the improved production capacity enabled our international distributor to reduce on-hand inventory levels to better manage their working capital and offset the financial impact of the strength of the U.S. dollar on their business.  This change in ordering patterns was not driven by minimum purchase obligations and was not a result of changes in our customer retention or installed base growth.  While we are unable to quantify the exact magnitude of the impact of the change in ordering patterns, we believe the factors driving the changes for both U.S. OmniPod and International OmniPod were disclosed in order of magnitude.  That is, the increased U.S. OmniPod revenue was primarily driven by growth in installed base and the change in distributor ordering patterns was less significant, whereas the change in International OmniPod revenue was primarily a result of the unfavorable distributor ordering patterns in the first quarter of 2015 and the increase in installed base was less significant, but still an important factor.

7.
We note your reference to a reduction in royalty revenue. Please tell us the total royalty revenue in each period presented and the nature of your business that generates royalty revenue.

Response:

Our consolidated revenue included royalty revenue of $3.5 million, $6.7 million and $6.9 million in the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.  Our rights to incorporate the FreeStyle blood glucose meter into the OmniPod System are governed by a development and license agreement with Abbott Diabetes Care, Inc. (Abbott).  Under the terms of this agreement, Abbott pays us a royalty for qualified new patient starts which is the primary driver of the royalty revenue recognized in each of the years presented. Due to changes in the structure of the arrangement over time, historic changes in royalty revenue have not necessarily been indicative of trends in new patient starts or other related metrics.

Mr. Martin James

July 29, 2016

Page 5

Item 8. Financial Statements

Note 2. Summary of Significant Accounting Policies

Segment Reporting, page 53

8.
Please revise future filings to report revenues from external customers for each product and service or each group of similar products and services unless it is impracticable to do so. If providing the information is impracticable, disclose that fact. Refer to ASC 280-10-50-40.

Response:

We respectfully acknowledge the Staff's comment.  In future filings we will report within our segment footnote disclosure revenues from external customers for each product and service or each group of similar products and services. Specifically, in future filings, we will include within the segment footnote disclosure revenues for U.S. OmniPod, International OmniPod, and Drug Delivery as presented in our Results of Operations section of our Form 10-Q for the period ended March 31, 2016.

9.
In future filings, please disclose the geographic information relating to revenues and long-lived assets required by ASC 280-10-50-41 unless it is impracticable to do so. This includes disclosing revenues from external customers attributed to the U. S. and attributed to all foreign countries from which you derive revenues. If revenues from external customers attributed to an individual foreign country are material, disclose those revenues separately. Also disclose the basis for attributing revenues from external customers to individual countries. Refer to ASC 280-10-50-41.

Response:

We respectfully acknowledge the Staff's comment.  In future filings we will disclose within our segment footnote disclosure information relating to revenues and long-lived assets required by ASC 280-10-50-41.

Goodwill, page 53

10.
You disclose that you operate in one segment and you have a single reporting unit as you do not have segment managers and you do not review discrete financial information below consolidated results on a regular basis. Please tell us about how you applied ASC 350-20-35-33 through 35-37 in determining that you had only one reporting unit.

Mr. Martin James

July 29, 2016

Page 6

Response:

In concluding that the Company only has one reporting unit in accordance with ASC 350-20-35-33 through 35-37, we:

·

identified the components that constitute a business within our single operating segment,

·

evaluated the financial information that is made available for the components,

·

evaluated our management reporting structure to identify segment management, and

·

evaluated whether segment management reviews the operating results of the components on a regular basis.

Components that constitute a business

As of December 31, 2015, the Company had four components that engage in business activities from which it may earn revenue and incur expenses; specifically U.S. OmniPod, International OmniPod, Drug Delivery, and Neighborhood Diabetes (Neighborhood) defined as follows:

OmniPod – U.S.

The Company is engaged in the development, manufacture and sale of the OmniPod System, an innovative, discreet and easy-to-use continuous insulin delivery system for people with insulin-dependent diabetes. The Company began commercial sale of the OmniPod System in the United States in 2005 and sells the OmniPod System in the United States through direct sales to customers and through distribution partners.

OmniPod – International

The OmniPod System is currently available in multiple countries in Europe and in Canada. In Europe, the OmniPod System is sold through an exclusive distribution partner, Ypsomed Distribution AG.  In July 2015, the Company executed an asset purchase agreement with GlaxoSmithKline whereby the Company acquired assets associated with the Canadian distribution of the Company’s products and the Company assumed the distribution, sales, marketing, training and support activities for the OmniPod system in Canada.

Drug Delivery

The Company partners with global pharmaceutical and biotechnology companies to tailor the OmniPod technology platform for the subcutaneous delivery of pharmaceuticals.

Neighborhood

The Company acquired Neighborhood, a distributor of medical supplies for the treatment of diabetes, in June 2011.  The main operations of the distribution business included order intake, customer support, sales, distribution and billing.  The acquisition provided the Company with additional products, customers and bandwidth in these areas. This expertise was strategic to the Company as it was anticipating the launch of its second generation OmniPod and believed the additional infrastructure was needed to support a successful launch. As further outlined in our response to question #13 below, the acquisition of Neighborhood had specific benefits that supported the core OmniPod business.

Mr. Martin James

July 29, 2016

Page 7

Availability and Utilization of Discrete Financial Information

As of December 31, 2015, revenue was measured and reported for U.S. OmniPod, International OmniPod, Drug Delivery, and Neighborhood.  A measure of profit by component is not made available to, nor used by, the Chief Operating Decision Maker (CODM, as identified below) or his direct reports. The only discrete financial information at the component level that is reviewed by the CODM and direct reports is revenue (see separate discussion of Neighborho

Mail Stop 3030
June 30 , 2016

Via E -mail
Michael L. Levitz
Chief Financial Officer
Insulet Corporation
600 Technology Park Drive, Suite 200
Billerica, Massachusetts 01821

Re:  Insulet  Corporation
Form 10 -K for the Fiscal Year  Ended December 31, 201 5
Filed February 29 , 2016
Form 10 -Q for the Quart erly Period Ended March 31, 2016
Filed April 29, 2016
File No. 001 -33462

Dear Mr. Levitz :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Patents, page 7

1. Please tell us when your patents expire.   See Regulation S -K Item 101(c)(1)(iv).

Government Regulation, page 9

2. Please tell us the nature of the FDA inspectional observations that you mention in the last
sentence of the second paragraph on page 11.

Michael L. Levitz
Insulet Corporation
June 30 , 2016
Page 2

 Third -Party Reimbursement, page 13

3. Please tell us whether any material private third -party payers have declined to reimburse
expenses for products like yours, other than in the “limited number of cases” that you
mention in the second sentence of the third paragraph of this section.

Risk Factors, page 13

Our ability to grow our revenue, page 28

4. Please tell us the names of the customers mentioned in the third sentence of the second
paragraph of this risk factor.   Also provide us your analysis of whether these names must
be disclosed per R egulation S -K Item 101(c)(1)(vii).

Management’s Discussion and Analysis, page 37

Results of Operations, page 39

5. Please tell us the amount of OmniPod revenue separate from the amount of revenue from
your handheld Personal Diabetes Manager device during  each period presented in this
filing and in your Form 10 -Q for the fiscal quarter ended March 31, 2016.    Address in
your response (1) whether these separate results provide clarification regarding your
disclosure related to the effect of customer retenti on or new patient starts, and (2)
whether the information is required to be disclosed per Regulation S -K Item 101(c)(1)(i)
or as a trend per Regulation S -K Item 303.   In this regard, we note your reference to your
product lines on page 39.

6. Please tell us with specificity the nature and causes of the “ordering patterns” that led to
the changes mentioned in this section and on page 27 of your Form 10 -Q for the fiscal
quarter ended March 31, 2016.   Address in your response the effect of any min imum
purchase obligations.   Also tell us the magnitude of these changes and the offsetting
factors disclosed in your “Revenue” discussion and analysis in the Form 10 -K and Form
10-Q.  In your response, please ensure that the extent of customer retention an d the extent
of your installed base growth in the relevant periods are clear.

7. We note your reference to a reduction in royalty revenue.   Please tell us the total royalty
revenue in each period presented and the nature of your business that generates r oyalty
revenue.

Michael L. Levitz
Insulet Corporation
June 30 , 2016
Page 3

 Item 8.   Financial Statements

Note 2.   Summary of Significant Accounting Policies

Segment Reporting, page 53

8. Please revise future filings to report revenues from external customers for each product
and service or each  group of simi lar products and services unless it is impracticable to do
so.  If providing the information is impracticable, disclose that fact.  Refer  to ASC 280 -
10-50-40.

9. In future filings, please disclose the geographic information relating to revenues and
long-lived assets required by ASC 280 -10-50-41 unless it is impracticable to do so.  This
includes disclosing revenues from external customers attributed to the U. S. and
attributed to all foreign countries from which you derive revenues.   If revenues from
external customers attributed to an individual foreign country are material, disclose those
revenues separately.  Also disclose the basis for attributing revenues from external
customers to individual countries.  Refer  to ASC 280 -10-50-41.

Goodwill, page 53

10. You disclose that you operate in one segment and you have a single reporting unit as you
do not have segment managers and you do not review discrete financial information
below consolidated results on a regular basis.   Please tell us about how you applie d ASC
350-20-35-33 through 35 -37 in determining that you had only one reporting unit.

Shipping and Handling Costs, page 55

11. Please revise this note in future filings to also disclose the amount of shipping and
handling costs included in general and administrative expenses.   Refer to ASC 605 -45-
50-2.

Concentration of Credit Risk, page 55

12. In future filings when disclosing significant customers under ASC 280 -10-50-42, in cases
where a single customer is a significant customer in more than one year, pl ease revise the
disclosure so that you link the significance for each period presented to that customer.

Michael L. Levitz
Insulet Corporation
June 30 , 2016
Page 4

 Form 10 -Q for the Quarterly Period Ended March 31, 2016

Item 1.   Financial Statements

Note 2. Summary of Significant Accounting Policies

Goodwill, page 8

13. You disclose that the majority of your goodwill is related to your acquisition of
Neighborhood Diabetes in 2011.   We note that you recorded $37.5 million in goodwill
from that transaction but that you included only $0.14 million of goodwi ll in the
Neighborhood Diabetes assets presented as discontinued operations at December 31,
2015.  Please refer to ASC 350 -20-40 and address the following:

 Explain to us in further detail how you considered the goodwill related to
Neighborhood Diabetes in  that presentation.
 Provide us with your calculation of the amount of goodwill allocated to discontinued
operations.
 Clarify for us whether the Neighborhood Diabetes business was ever fully integrated
into your reporting unit and if so, describe the proces s and timeline of how this was
accomplished.
 Provide us with a qualitative description of the factors that make up the goodwill that
will remain in your continuing operations after consummation of the Neighborhood
Diabetes sale.

Revenue, page 27

14. Please tell us the reasons for the decreased revenue during the first quarter of 2016 as
compared to the fourth quarter of 2015 as disclosed on page 75 of your Form 10 -
K.   Address in your response the applicability of Instruction 5 to Regulation S -K Item
303(b).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statemen t from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Michael L. Levitz
Insulet Corporation
June 30 , 2016
Page 5

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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 United States.

You may contact Julie Sherman at (202) 551 -3640  or Kate Tillan , Assistant  Chief
Accountant , at (202) 551 -3604  if you have questions regarding comments on the financial
statements and related matters.  Please contact Laurie Abbot t at (202) 551 -8071  or Russell
Mancuso, Legal Branch Chief,  at (202) 551-3617  with any other questions.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant
        Office of Electronics and Machinery

Mail Stop 3030

October 6, 2015

Via Email
Michael L. Levitz
Chief Financial Officer
Insulet Corporation
600 Technology Park Drive, Suite 200
Billerica, Massachusetts 01821

Re: Insulet  Corporation
Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 26, 2015
File No. 001 -33462

Dear Mr. Levitz :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/Brian Cascio

Brian Cascio
Accounting Branch Chief
       Office of Electronics and Machinery

CORRESP
1
filename1.htm

		CORRESP

BY EDGAR AND FEDEX

September 23, 2015

Mr. Brian Cascio

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3030

100 F Street, NE

Washington, D.C. 20549

Re.    Insulet Corporation

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 26, 2015

Form 10-Q for Fiscal Quarter Ended June 30, 2015

Filed August 12, 2015

File No. 001-33462

Dear Mr. Cascio:

Set forth below are the responses of Insulet Corporation (“Insulet” or the “Company”) to the Staff’s letter of comment, dated August 27, 2015 (the “Comment Letter”), relating to the financial statements and related disclosures in the Company’s Form 10-K for the fiscal year ended December 31, 2014 and Form 10-Q for the quarterly period ended June 30, 2015.  For convenience of reference, each paragraph below is numbered to correspond to the numbered comment set forth in the Comment Letter.

Mr. Brian Cascio

September 23, 2015

Page 2

Form 10-K for Fiscal Year Ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations for the Fiscal Years Ended December 31, 2014, 2013 and 2012

Revenue, page 38

1.

 We see from your earnings calls and website that you quantify revenues from domestic and foreign sales of the OmniPod system, Neighborhood Diabetes and drug delivery.

•

 In future filings to enhance an investor’s understanding of the trends in your sources of revenue please also include and discuss similar revenue information in MD&A.  Refer to Item 303(a)(3)(ii) of Regulation S-K.

Response

We respectfully acknowledge the Staff's comment and, in future filings, we will include quantification and discussion in our MD&A related to our revenues from domestic and foreign sales of the OmniPod system, Neighborhood Diabetes and drug delivery.

2.

 With respect to the OmniPod system, you disclose that the system is comprised of a disposable insulin infusion OmniPod device and a hand-held Personal Diabetes Manager.  We also note that the disposable device is worn for up to three days and then replaced.

•

 Please quantify for us relative revenues recognized from sales of the two components of the OmniPod system, and revise this section in future filings to provide a discussion of the relative significance of revenues derived from the two components of your system.  Refer to Item 303(a)(3)(ii) of Regulation S-K.

Response

We respectfully acknowledge the Staff's comment.  With respect to the OmniPod system, in the year ended December 31, 2014, more than approximately 95% of system revenues were from stand-alone sales of the OmniPod device.  The remaining amount, which represents less than approximately 5% of system revenues, was attributable to sales of the Personal Diabetes Manager (PDM) and other accessories (which accessories are typically packaged together with the PDM and sold collectively, not separately).  Due to the relative insignificance of revenues attributable to the PDM, we do not believe the relative revenue between the OmniPod device and the PDM is meaningful to identifying or understanding trends or uncertainties that would have a material impact on our revenues, and having reviewed the guidance in Item 303(a)(3)(ii) of Regulation S-K, we determined no additional disclosure was warranted.

3.

 We see that you describe the growth in revenues between 2012 and 2013 and between 2013 and 2014 with a general statement that growth in revenues was mainly due to continued adoption of the OmniPod system.  However, in your earnings calls you address matters such as new patient starts, the size of the patient base, growth in particular categories of the patient base and growth outside of the United States.

•

 Please revise future filings to provide a similar discussion of the reasons for the revenue growth from the OmniPod system as well as the metrics and factors you consider in assessing its continued adoption.  Refer to Item 303(a)(3)(iii) of Regulation S-K.

Response

We respectfully acknowledge the Staff's comment and as suggested by the Staff, in future filings we will expand our discussion in MD&A to include reasons for changes in revenue from the OmniPod system as well as the metrics and factors we consider in assessing its continued adoption, including growth in new patient starts, estimated changes in our patient base and growth outside the United States, where applicable.

4.

 We see that your overall gross margin improved from 45% in 2013 to 50% in 2014.  It also appears from your 2014 fourth quarter earnings call that the gross margin of the domestic OmniPod business may significantly exceed those of your OmniPod business outside of the United States and Neighborhood Diabetes.

Mr. Brian Cascio

September 23, 2015

Page 3

•

 In future filings, please revise MD&A to include a discussion of the period over period changes in your gross margins and the underlying factors that resulted in these changes.  Refer to Item 303(a)(3) of Regulation S-K.

Response

We respectfully acknowledge the Staff's comment and as suggested by the Staff, in future filings we will revise our discussion in MD&A to include period over period changes in our gross margins as well as the underlying factors.

Item 8. Consolidated Financial Statements

Note 13. Equity, page F-25

5.

 Under your discussion of stock options on page F-26 you provide a definition of expected volatility.

•

 In future filings, please also state how you actually estimate expected volatility.  Refer to FASB ASC 718-10-50-2f.

Response

As suggested by the Staff, in future filings we will state how the Company estimates expected volatility.  Specifically, we will include that our expected volatility is computed over expected terms based upon the historical volatility of the Company's stock.

Note 15. Income Taxes, page F-29

6.

 Please tell us your consideration of the guidance from Rule 4-08(h)(1)(i) of Regulation S-X in assessing whether you should disclose the domestic and foreign components of your income (loss) before income taxes.

Response

In considering the guidance, we determined that the foreign component of income (loss) before income taxes did not warrant separate disclosure as it is less than the five percent of total income (loss) before income taxes threshold stated in the note to Rule 4-08(h)(1) of Regulation S-X.  We will continue to evaluate the foreign components of our income (loss), and to the extent that the amount should become significant, we will provide the required disclosure of the components of income (loss) as domestic or foreign in future filings.

7.

 You disclose on page F-30 that you currently intend to reinvest unremitted earnings of your international subsidiary in the local international jurisdiction and have not provided for U.S. Federal income taxes on unremitted earnings.

•Please revise future filings to provide the applicable disclosures required by FASB ASC 740-30-50-2.

Response

We respectfully acknowledge the Staff's comment and advise the Staff that our cumulative unremitted earnings as of December 31, 2014 was approximately $0.6 million, and therefore not material to the Company's financial statements and therefore did not warrant further disclosure under  FASB ASC 740-30-50-2.  We will continue to evaluate our unremitted earnings, and to the extent that the amount should become significant, we will provide the required disclosure in future filings.

Form 10-Q for Fiscal Quarter Ended June 30, 2015

Item 1. Financial Statements

Revenue Recognition, page 7

8.

 You disclose that with the assistance of outside accounting and legal professionals you conducted a review of certain revenues recognized in 2014.

Mr. Brian Cascio

September 23, 2015

Page 4

•

 Please describe to us the circumstances leading to the review of prior year revenues.

•

 Also, describe the results of the review and any changes to your revenue practices or internal controls resulting from the review.

•

 In addition, clarify for us what you mean when you indicate in your second quarter earnings call that you did not find any material errors.

Response

As described in greater detail below, in the second quarter of 2015 Company senior management became aware of potential errors in the Company's accounting for certain aspects of two separate 2014 customer transactions.  The Company reviewed and evaluated these matters with the assistance of outside professionals and the errors identified were determined to be not material, individually or in the aggregate, with respect to applicable financial statements.

The first potential error came to senior management’s attention when the Company’s drug delivery product team informed the Company’s Chief Financial Officer that, in connection with regulatory labeling changes, certain product was being returned by an OEM customer and replaced by the Company at no cost to the customer.  Following review of the arrangements related to this transaction, Company senior management determined that the Company had made an error in its prior accounting by failing to identify that the revenue associated with a certain portion of product shipped to the customer in the third quarter of 2014 should not have been recognized in such quarter, but rather should have been deferred until a certain labeling contingency under relevant contractual arrangements had been resolved.

The second potential error came to senior management’s attention when Company senior management became aware of a 2014 arrangement with a distributor pursuant to which the Company provided certain credits to accounts receivable from such distributor in exchange for the distributor implementing certain marketing programs during 2014 with respect to the Company’s products.  After review of this arrangement, Company senior management determined that the Company had made an error in its accounting in that these credits against outstanding receivable balances, which were recorded as marketing expenses in 2014, should have been treated as reductions in revenue.

The two errors collectively represented less than 0.5% of revenue for the year ended December 31, 2014, and less than 1% of revenue for each quarterly period contained herein.

Following consideration of the above matters, Company senior management, in consultation with the Audit Committee of the Company's Board of Directors, determined to conduct a wider review of 2014 transactions with distributors to assess whether other, comparable errors existed.  Working with outside professionals, the Company reviewed 2014 transactions with the Company’s other significant distributors and no errors with respect to accounting for revenue recognition were identified.  Out of an abundance of thoroughness, the Company also performed analyses of distributor transaction data for 2013 and the first two quarters of 2015, and likewise did not identify any further errors in accounting for revenue recognition.

Accordingly, the only revenue recognition errors identified by the Company in the course of its review of past transactions were the errors described in the second and third paragraphs above.  The Company performed quantitative and qualitative assessments of the materiality of the errors discussed above in accordance with Staff Accounting Bulletin No. 99 (Materiality), Staff Accounting Bulletin No. 108 (Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), and Accounting Standards Codification 250 (Accounting Changes and Error Corrections).  Based on those assessments, the Company concluded that the errors were not, individually or in the aggregate, material to its prior period financial statements, and that adjustments to correct such errors were not material to applicable financial statements.  In addition, the Company's independent registered public accounting firm reviewed its analysis and concurred with the Company's conclusions.

Mr. Brian Cascio

September 23, 2015

Page 5

Lastly, in connection with the process described above, the Company reviewed applicable internal controls after consideration of the standards set forth in Auditing Standard No. 5 (An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements).  While the Company determined its controls to be effective, it identified that certain significant deficiencies existed in its internal controls with respect to the assessment and documentation of its accounting conclusions related to transactions such as those described in the second and third paragraphs above.  The Company concluded, however, that such deficiencies did not result individually or in the aggregate in a material weakness.  As a result of this review, the Company has enhanced its controls over the assessment and documentation of its accounting conclusions.  The Company does not believe these enhancements to have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

In connection with responding to the Staff’s comments, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its 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 filing; 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 United States.

If you have any questions or would like further information concerning the foregoing, please do not hesitate to contact the undersigned at (978) 600-7759.  Thank you for your assistance.

 Sincerely,

 /s/ Michael L. Levitz

 Michael L. Levitz

 Chief Financial Officer

(Principal Financial and Accounting Officer)

Mail Stop 3030

August 27 , 2015

Via Email
Michael L. Levitz
Chief Financial Officer
Insulet Corporation
600 Technology Park Drive, Suite 200
Billerica, Massachusetts 01821

Re: Insulet  Corporation
Form 10 -K for Fiscal Year Ended December 31 , 2014
Filed February 26, 2015
 Form 10 -Q for Fiscal Quarter E nded June 30 , 2015
 Filed August 12, 2015
File No. 001 -33462

Dear Mr. Levitz :

We have limited our review  of your filing s to the financial statements and related
disclosures an d have the following comment s.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days b y providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2014

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations fo r the Fiscal Years Ended December 31, 2014, 2013 and 2012

Revenue, page 38

1. We see from your earnings calls and website that you quantify revenues from domestic
and foreign sales of the OmniPod system, Neighborhood Diabetes and drug delivery.  In
future f ilings to enhance an investor’s understanding of the trends in your sources of

Michael L. Levitz
Insulet Corporation
August 27 , 2015
Page 2

 revenue please also include and discuss similar revenue information in MD&A.  Refer to
Item 303(a) (3)(ii) of Regulation S -K.

2. With respect to the OmniPod  system, you disclose that the system is comprised of a
disposable insulin infusion OmniPod device and a hand -held Personal Diabetes Manager.
We also note that the disposable device is worn for up to three days and then replaced.
Please quantify for us r elative revenues recognized from sales of the two components of
the OmniPod system, and revise this section in future filings to provide a discussion of
the relative significance of revenues derived from the two components of your system.
Refer to Item 30 3(a)(3)(ii) of Regulation S -K.

3. We see that you describe the growth in revenues between 2012 and 2013 and between
2013 and 2014 with a general statement that growth in revenues was mainly due to
continued adoption of the OmniPod system.  However, in your e arnings calls you address
matters such as new patient starts, the size of the patient base, growth in particular
categories of the patient base and growth outside of the United States. Please revise
future filings to provide a similar discussion of the rea sons for the revenue growth from
the OmniPod system as well as the metrics and factors you consider in assessing its
continued adoption.  Refer to Item 303(a )(3)(iii) of Regulation S -K.

4. We see that your overall gross margin improved from 45% in 2013 to 50 % in 2014.  It
also appears from your 201 4 fourth quarter earnings call that the gross margin of the
domestic OmniPod business may significantly exceed those of your OmniPod business
outside of the United States and Neighborhood Diabetes.  In future filing s, please revise
MD&A to include a discussion of the period over period changes in your gross margins
and the underlying factors that resulted in these changes.   Refer to Item 303(a) (3) of
Regulation S -K.

Item 8.  Consolidated Financial Statements

Note 13.  Equity, page F -25

5. Under your discussion of stock options on page F -26 you provide a definition of expected
volatility.  In future filings, please also state how you actually estimate expected
volatility.  Refer to FASB ASC 718 -10-50-2f.

Note 15.  In come Taxes, page F -29

6. Please tell  us your consideration of the guidance from  Rule 4 -08(h)(1)(i) of Regulation S -
X in assessing whether you should disclose the domestic and foreign components of your
income (loss) before income taxes.

7. You disclose on page F -30 that you currently intend to reinvest unremitted earnings of
your international subsidiary in the local international jurisdiction and have not provided

Michael L. Levitz
Insulet Corporation
August 27 , 2015
Page 3

 for U.S. Federal income taxes on unremitted earnings.  Please revise future f ilings to
provide the applicable disclosures required by FASB ASC 740 -30-50-2.

Form 10 -Q for Fiscal Quarter Ended June 30, 2015

Item 1.  Financial Statements

Revenue Recognition, page 7

8. You disclose that with the assistance of outside accounting and le gal professionals you
conducted a review of certain revenues recognized in 2014.  Please describe to us the
circumstances leading to the review of prior year revenues.  Also, describe the results of
the review and any changes to your revenue practices or i nternal controls resulting from
the review.   In addition, clarify for us what you mean when you indicate in your second
quarter earnings call that you did not find any material errors.

We urge all persons who are responsible for the accuracy and adequacy  of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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 United States.

You may contact A ndri Boerman at (202) 551 -3645 or Gary Todd , Senior  Accountant , at
(202) 551 -3605 if you have questions regarding comments on the financial statements and
relate d matters.  You may also reach  me at (202) 551 -3676.

Sincerely,

 /s/Gary Todd for

Brian Cascio
Accounting Branch Chief
Office of Electronics and Machinery

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

December 2, 2010
 Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
 Re: Insulet Corporation
Form 10-K for the Fiscal Year ended December 31, 2009
  Filed March 9, 2010
File No. 001-33462

Dear Mr. Roberts:
  We have completed our review of your fili ngs and do not have any further comments at
this time.             S i n c e r e l y ,                    M a r t i n  J a m e s          Senior Assistant Chief Accountant

CORRESP
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November 24, 2010

OVERNIGHT DELIVERY

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. 2 to Form 10-Q for the Fiscal Quarter Ended March 31, 2010

    Amendment No. 1 to Form 10-Q for the Fiscal Quarter Ended June, 2010

    File No. 001-33462

Dear Sir or Madam:

          This letter is being furnished on behalf of Insulet Corporation, a Delaware corporation (the
“Company”), in response to the comments in a letter dated November 16, 2010 (the
“Comment 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, the Company’s Amendment No. 2 to Form 10-Q for the Fiscal Quarter Ended March 31,
2010 and the Company’s Amendment No. 1 to Form 10-Q for the Fiscal Quarter Ended June 30, 2010.

To facilitate your review of our response, we have repeated in full your comments from the Comment
Letter in italics below.

Amendment No. 2 to Form 10-Q for the Fiscal Quarter Ended March 31, 2010

Item 6. Exhibits.

Comment No. 1

          We note that you have not filed Section 302 certifications with this amendment to your Form
10-Q, even though the certifications are required to be filed with every amendment to a periodic
report. Please amend your filing to provide the required certifications. Please also apply this
comment to your amendment number 1 to the Form 10-Q for the fiscal quarter ended June 30, 2010,
filed on October 29, 2010.

RESPONSE: In response to the Staff’s comment, we filed amended Form 10-Qs for the fiscal quarters
ended March 31, 2010 and June 30, 2010, with the applicable Section 302 certifications on November
19, 2010.

*      *      *

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)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 November 16, 2010
Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
 Re: Insulet Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed March 9, 2010
Amendment No. 2 to Form 10-Q for the Fiscal Quarter Ended
  March 31, 2010 Amendment No. 1 to Form 10-Q for th e Fiscal Quarter Ended June 30, 2010
File No. 001-33462

Dear Mr. Roberts:

We have reviewed your response letter da ted November 3, 2010 and additional filings
and have the following comment.
Please respond to this letter within te n business days by amending your filing, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Brian Roberts
Insulet Corporation November 16, 2010 Page 2
  Amendment No. 2 to Form 10-Q for th e Fiscal Quarter Ended March 31, 2010

 Item 6. Exhibits

 1. We note that you have not filed Section 302 cer tifications with this amendment to your
Form 10-Q, even though the cer tifications are required to be  filed with every amendment
to a periodic report.  Please amend your filing to provide the requi red certifications.
Please also apply this comment to your amendment number 1 to the Form 10-Q for the fiscal quarter ended June  30, 2010, filed October 29, 2010.

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at  (202) 551-3604 if you have questi ons regarding comments on the
financial statements and related matters.  Please  contact Gabe Eckstein at (202) 551-3286 or Jay
Mumford at (202) 551-3637 if you have questions on other comments.  In this regard, do not
hesitate to contact me at ( 202) 551-3671 with any questions.

        S i n c e r e l y ,
       / s / K a t e  T i l l a n
  for

       M a r t i n  J a m e s         Senior Assistant Chief Accountant

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November 3, 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

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 October 22, 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 Amendment No. 1 to Form 10-K filed August 9, 2010.

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

Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2009

Note 16. Restatement of Previously Issued Financial Statements, page F-23

1. Please refer to prior comment 1. We note in your response to our comment where you provided a
summarized discounted cash flow analysis for the various debt prepayment scenarios. Please respond
to the following:

    •

    Provide us your accounting basis for excluding the commitment fee from the discounted
cash flow model for the original debt agreement. Please summarize for us the impact
including the commitment fee would have on the discounted cash flow analysis provided.

    •

    Provide us with your detailed calculation for the effective interest rate of 20.5% as it
appears to have a significant impact on the model and changed significantly from the
original calculation of 13%.

    •

    We see that you included $1.2 million of transaction fees as part of the discount on the
original debt. We note on page F-14 of the Form 10-K/A that the total transaction fees

    were $3.0 million. Describe for us your accounting basis for excluding the additional $1.8
million in transaction fees.

    •

    In your response you refer to $6.1 million as the “fair value of the warrants.” However
on page F-15 of the Form 10-K/A you refer to the $6.1 million as the “relative fair value.”
Please reconcile these two statements. Provide us with an updated assessment based on the
fair value of the warrants if not $6.1 million.

In the preparation of our revised discounted cash flow model under the original Facility Agreement,
we excluded the commitment fee payable thereunder. Under the original Facility Agreement, the
lenders lent us $27.5 million and committed to lend us an additional $32.5 million in $6.5 million
tranches subject to our meeting certain performance targets. Interest accrued on outstanding
amounts at 9.75% annually, and we paid a commitment fee on committed, but unborrowed amounts at
2.75% annually. Accordingly, the cash interest rate on the outstanding debt of $27.5 million was
9.75%. Since the 2.75% commitment fee was payable to the lenders in exchange for the future
availability of additional borrowings under the agreement, it should be excluded from
the effective interest rate calculation on the original amount
borrowed. Consistent with ASC 470-50-40-10 the evaluation of a
modification considers the remaining cash flows of the original debt
at the date of the modification. We considered that ASC
470-50-40-12(d) states that “if the
debt instruments contain contingent payment terms or unusual interest rate terms, judgment shall be
used to determine the appropriate cash flows,” however given
that the commitment fee would not be used in
determining the effective interest rate on the original debt, it also would not seem appropriate to
include the commitment fee in discounting the remaining cash flows of
the original debt.

The effective interest rate of 20.5% was calculated using the following assumptions:

    Pay off at Maturity

    Original Debt

    Gross Debt

    $
    27,500,000

    Discount on debt*

    $
    (7,264,813
    )

    Quarterly Interest Payments

    $
    670,313

    Interest Payments through

    September 2012

    Number of Interest payments

    12

    Prepayment Penalty

    —

    Principal Payment Amount

    $
    27,500,000

    Principal Payment Date

    September 2012

    *

    Includes relative fair value of warrants of $6.1 million as well as transaction fees of $1.2
million paid to Deerfield Management Company.

Assuming the commitment fee was included in the effective interest rate calculation, quarterly
interest payments would have been $893,750. The effective interest rate calculated using the same
assumptions above would have been 24.4%. Using the effective interest rate calculated by including
the commitment fee, the change in the present value of the cash flows on the amended debt would be
less than a 10% difference from the remaining cash flows on the original debt in
certain scenarios. Accordingly, including the commitment fee in our discounted cash flow analysis
would not have changed our determination that the amendment was a modification

2

rather than an extinguishment of debt. Including the commitment fee in the analysis has no impact on the analysis
as it only takes one scenario with less than a 10% change to result in a modification rather than
an extinguishment.

The calculation of the 20.5% effective interest rate on the original debt is as follows:

Effective Interest Rate

    Compound Period:

    Quarterly

    Nominal Annual Rate:

    20.513
    %

CASH FLOW DATA

    Event

    Date

    Amount

    Number

    Period

    End Date

    1 Loan

    3/31/2009

    20,235,187.00

    1

    2 Payment

    6/30/2009

    670,313.00

    14

    Quarterly

    9/30/2012

    3 Payment

    9/30/2012

    27,500,000.00

    1

AMORTIZATION SCHEDULE — Normal Amortization

    Date

    Payment

    Interest

    Principal

    Balance

    Loan

    3/31/2009

    20,235,187.00

    1

    6/30/2009

    670,313.00

    1,037,706.35

    (367,393.35
    )

    20,602,580.35

    2

    9/30/2009

    670,313.00

    1,056,547.12

    (386,234.12
    )

    20,988,814.47

    3

    12/31/2009

    670,313.00

    1,076,354.08

    (406,041.08
    )

    21,394,855.55

    2009 Totals

    2,010,939.00

    3,170,607.55

    (1,159,668.55
    )

    4

    3/31/2010

    670,313.00

    1,097,176.79

    (426,863.79
    )

    21,821,719.34

    5

    6/30/2010

    670,313.00

    1,119,067.33

    (448,754.33
    )

    22,270,473.67

    6

    9/30/2010

    670,313.00

    1,142,080.47

    (471,767.47
    )

    22,742,241.14

    7

    12/31/2010

    670,313.00

    1,166,273.78

    (495,960.78
    )

    23,238,201.92

    2010 Totals

    2,681,252.00

    4,524,598.37

    (1,843,346.37
    )

    8

    3/31/2011

    670,313.00

    1,191,707.78

    (521,394.78
    )

    23,759,596.70

    9

    6/30/2011

    670,313.00

    1,218,446.08

    (548,133.08
    )

    24,307,729.78

    10

    9/30/2011

    670,313.00

    1,246,555.59

    (576,242.59
    )

    24,883,972.37

    11

    12/31/2011

    670,313.00

    1,276,106.62

    (605,793.62
    )

    25,489,765.99

    2011 Totals

    2,681,252.00

    4,932,816.07

    (2,251,564.07
    )

    12

    3/31/2012

    670,313.00

    1,307,173.10

    (636,860.10
    )

    26,126,626.09

    13

    6/30/2012

    670,313.00

    1,339,832.73

    (669,519.73
    )

    26,796,145.82

    14

    9/30/2012

    670,313.00

    1,374,167.22

    (703,854.22
    )

    27,500,000.04

    15

    9/30/2012

    27,500,000.00

    27,500,000.00

    0.04

    2012 Totals

    29,510,939.00

    4,021,173.05

    25,489,765.95

    Grand Totals

    36,884,382.00

    16,649,195.04

    20,235,186.96

Note that the largest impact on the computation of the interest rate is inclusion of the carrying
value of the warrant.

3

The total transaction costs of the original debt agreement were $3.0 million. Under the terms of
the Facility Agreement, we agreed to pay a transaction fee of $1.2 million to Deerfield Management
Company, L.P., an affiliate of the lead lender. In addition, we incurred financing costs of
approximately $1.8 million which were paid to third parties for services in connection with our
obtaining the financing. Amounts paid to the purchaser of the debt or equity instrument when the
transaction is consummated are a reduction in the proceeds received by the issuer and are
considered a component of the premium or discount on the issuance and not as an issuance cost.

As such, we believe the transaction fee paid to Deerfield should be recorded as a debt discount,
used in the effective interest rate calculation and amortized to interest expense over the term of
the debt.

Direct and incremental costs related to the issuance of debt should be capitalized and reported as
deferred financing costs. As these third party costs are not offset against the proceeds, we
believe these issue costs should be recorded as other assets, excluded from the effective interest
rate calculation and amortized to interest expense over the term of the debt using the effective
interest method.

The $27.5 million of debt was issued in tandem with the issuance of warrants to purchase 3.75
million shares of our common stock. ASC 470-20-25-2 notes that proceeds from the sale of a debt
instrument with stock purchase warrants (detachable call options) shall be allocated to the two
elements (debt and warrants) based on the relative fair values of the debt instrument without the
warrants and of the warrants themselves at time of issuance. Under ASC 470-20-30-1, the allocation
of proceeds under paragraph 470-20-25-2 shall be based on the relative fair values of the two
instruments at time of issuance. We used the Black-Scholes value of the warrants on the issuance
date to value the warrants at $7.8 million (or $2.075 per share). The proceeds from the debt of
$27.5 million were allocated between the debt and the warrants as follows:

    Percentage of

    Relative

    Relative Fair Value

    Fair Value

    Total liability component

    $
    27,500,000

    78
    %

    $
    21,435,187

    Total equity component
(Black-Scholes value)

    7,780,775

    22
    %

    6,064,813

    $
    35,280,775

    $
    27,500,000

We are amortizing the debt discount of $7.3 million to interest expense over the term of the debt.
The debt recorded at the time of the issuance of debt is calculated as follows:

    Gross Debt

    $
    27,500,000

    Less:

    Relative Fair Value of Warrants

    6,064,813

    Transaction Fee Paid to Lender

    1,200,000

    Net Debt

    $
    20,235,187

Accordingly, the relative fair value of the warrants was $6.1 million on the date of issuance
based on this allocation method. The asterisk under the table on page 4 of our prior response

4

should have included the word “relative” prior to fair
value. The amount recorded in the Statement of Changes in
Stockholders’ Equity (Deficit) in the year ended
December 31, 2009 of $5.7 million reflects the relative
fair value of $6.1 million less the portion of the
$1.8 million of financing costs allocated to equity.

* * *

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 Officer

    cc:

     Raymond C. Zemlin, Esq.

(Goodwin Procter LLP)

5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 October 22, 2010
Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
 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
File No. 001-33462

Dear Mr. Roberts:

We have reviewed your response letter da ted October 8, 2010 and have the following
comment.  In our comment, we may ask you to pr ovide us with information so we may better
understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.

Brian Roberts
Insulet Corporation October 22, 2010 Page 2
 Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2009

 Note 16. Restatement of Previously I ssued Financial Statements, page F-23

 1. Please refer to prior comment 1. We not e your response to our comment where you
provided a summarized discounted cash flow analysis for the various debt prepayment
scenarios. Please respond to the following:
• Provide us your accounting basis for ex cluding the commitment fee from the
discounted cash flow model for the original  debt agreement. Please summarize for us
the impact including the commitment fee would have on the discounted cash flow
analysis provided.
• Provide us with your detailed calculation for the effective interest rate of 20.5% as it
appears to have a significant impact on th e model and changed significantly from the
original calculation of 13%.
• We see that you included $1.2 million of transaction fees as part of the discount on the original debt. We note on page F-14 of the Form 10-K/A that the total transaction
fees were $3.0 million. Describe for us your accounting basis for excluding the additional $1.8 million in transaction fees.
• In your response you refer to $6.1 million as  the “fair value of the warrants”.
However on page F-15 of the Form 10-K/A you refer to the $6.1 million as the “relative fair value”. Please  reconcile these two statements. Provide us with an
updated assessment based on the fair valu e of the warrants if not $6.1 million.

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at  (202) 551-3604 if you have questi ons regarding comments on the
financial statements and related matters.  Please  contact Gabe Eckstein at (202) 551-3286 or Jay
Mumford at (202) 551-3637 if you have questions on other comments.  In this regard, do not
hesitate to contact me at ( 202) 551-3671 with any questions.

        S i n c e r e l y ,          /s/Kate Tillan
  for
                 M a r t i n  J a m e s         Senior Assistant Chief Accountant

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October 8, 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

File No. 001-33462

Dear Ladies and Gentlemen:

This
letter is being furnished on behalf of Insulet Corporation (the
“Company”) in response to the
comment in the letter dated September 24, 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 Amendment No. 1 to Form 10-K filed August 9, 2010.

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

Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2009

Note 16. Restatement of Previously Issued Financial Statements, page F-23

    2.

    Please refer to prior comment 2 from our August 27, 2010 letter. We note your response to
our comment where you discuss the cash flow analysis you prepared for the original and amended
debt agreements under various prepayment scenarios under FASB ASC 470-50-40-12(c). Please
provide us with a summary of the revised cash flow analysis you prepared for the original and
amended debt agreements which support your debt modification treatment along with the cash
flow analysis you used originally to support the debt extinguishment conclusion. Please
include sufficient reasonable detail under the appropriate scenarios, including the exercise
or nonexercise of the prepayment option, for us to understand your cash flow analysis.

RESPONSE: At the time of the September 2009 modification to our debt agreement, we performed a
calculation considering the change in the present value of the cash flows of the

original and modified debt agreements and determined that the change in the present value of the
cash flows under the terms of the amended debt was greater than 10% from the present value of the
remaining cash flows under the terms of the original debt. Accordingly, the debt was considered to
be extinguished.

In June 2010, we entered into a second amendment with Deerfield to modify additional terms of the
debt agreement. While finalizing the accounting for this amendment in connection with the filing
of the Form 10-Q for the quarter ended June 30, 2010, we revisited the calculation from September
2009 and determined that we did not appropriately consider the present value of the cash flows for
the original and amended debt arrangements under various prepayment scenarios as required by ASC
470-50-40-12 c. In addition, we determined that the calculation of the change in present value of
the cash flows under the debt arrangement compared to the original debt arrangement, including the
effective interest rate, was not correct as it included the commitment fees on the unborrowed funds
and excluded the discount on the original debt issuance. Therefore, we revised the present value
calculations for the various prepayment scenarios utilizing the appropriate interest rates and
determined that at September 2009, we did not have a change greater than 10% in the present value
of the remaining cash flows in all scenarios. As such, the first amendment should have been
treated as a modification of the original debt and not as an extinguishment of debt.

As noted in the calculation below, we considered the following factors in our original
determination of the present value of the remaining cash flows on both the original and amended
debt.

    •

    Repaid initial borrowing of $27.5 million

    •

    Borrowed the remaining $32.5 million under the original $60 million facility

    •

    Reduced the cash interest rate from 9.75% on borrowed funds to 8.5%

    •

    Added in the prepayment penalty (ranging from 2% — 5%) based on timing of prepayment

We prepared the original calculation of the change in the present value of remaining cash flows
with the assumptions as follows:

2

    Pay off at Maturity

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Effective Interest Rate

    13.0
    %

    13.0
    %

    Quarterly Interest Payments

    $
    893,750

    $
    690,625

    Interest Payments through

    September 2012

    September 2012

    Number of Interest payments

    12

    12

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principle Payment Date

    September 2012

    September 2012

    Present Value of Cash Flows

    $
    27,500,000

    $
    23,914,000

    -13.04
    %

Note that the quarterly interest payment of $893,750 includes the stated interest on the
original debt as well as the commitment fee of $223,437 on unborrowed funds.

In the modified calculations, we recalculated the effective interest to be 20.5% properly
reflecting (i) the discount on the debt at its original issuance date and (ii) exclusion of the
commitment fee on unborrowed funds. In addition, we recalculated the present value of cash flows
of the original and modified debt at various prepayment dates given the varying penalty amounts.
Details of the various calculations we performed are presented below:

Amended Calculations:

    Pay off October 2009

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    None

    None

    Number of Interest payments

    —

    —

    Prepayment penalty

    —

    5
    %

    Principal Payment Amount

    $
    27,500,000

    $
    29,356,178

    Principal Payment Date

    October 2009

    October 2009

    Present Value of Cash Flows

    $
    27,500,000

    $
    30,981,178

    12.66
    %

    Pay off at April 2010

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    March 2010

    March 2010

    Number of Interest payments

    2

    2

    Prepayment penalty

    —

    4
    %

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principal Payment Date

    March 2010

    March 2010

    Present Value of Cash Flows

    $
    26,126,614

    $
    29,014,922

    11.06
    %

3

    Pay off at October 2010

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    September 2010

    September 2010

    Number of Interest payments

    4

    4

    Prepayment penalty

    —

    4
    %

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principal Payment Date

    October 2010

    October 2010

    Present Value of Cash Flows

    $
    24,883,950

    $
    26,969,721

    8.38
    %

    Pay off at April 2011

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    March 2011

    March 2011

    Number of Interest payments

    6

    6

    Prepayment penalty

    —

    3
    %

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principal Payment Date

    April 2011

    April 2011

    Present Value of Cash Flows

    $
    23,759,565

    $
    25,144,523

    5.83
    %

    Pay off at October 2011

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    September 2011

    September 2011

    Number of Interest payments

    8

    8

    Prepayment penalty

    2
    %

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principal Payment Date

    October 2011

    October 2011

    Present Value of Cash Flows

    $
    22,742,202

    $
    23,515,966

    3.40
    %

4

    Pay off at Maturity

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    September 2012

    September 2012

    Number of Interest payments

    12

    12

    Prepayment Penalty

    —

    —

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principal Payment Date

    September 2012

    September 2012

    Present Value of Cash Flows

    $
    20,988,763

    $
    20,767,382

    -1.05
    %

    *

    Includes fair value of warrants of $6.1 million as well as transaction fees
of $1.2 million paid to Deerfield Management Company.

    **

    At the date of the modification we issued 2,855,659 shares of Insulet
common stock which had a fair value of $29,356,178 to settle the original debt
of $27,500,000. The excess fair value reduces the $5,000,000 incremental
borrowing on the date of the modification

We revised the present value calculations for the various prepayment scenarios as well as the
discount on the shares utilizing the appropriate interest rates and determined that at September
2009, we did not have a change greater than 10% in the present value of the remaining cash flows in
all scenarios. Accordingly, we determined that the amendment should have been treated as a
modification of the original debt rather than as an extinguishment of debt.

*       *       *

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 Officer

    cc:

    Raymond C. Zemlin, Esq.

(Goodwin Procter LLP)

5

Original Calculation

    Pay off at Maturity

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Effective Interest Rate

    13.0
    %

    13.0
    %

    Quarterly Interest Payments

    $
    893,750

    $
    690,625

    Interest Payments through

    September 2012

    September 2012

    Number of Interest payments

    12

    12

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principle Payment Date

    September 2012

    September 2012

    Present Value of Cash Flows

    $
    27,500,000

    $
    23,914,000

    -13.04
    %

    Amended Calculations:

    Pay off October 2009

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    None

    None

    Number of Interest payments

    —

    —

    Prepayment penalty

    —

    5
    %

    Principal Payment Amount

    $
    27,500,000

    $
    29,356,178

    Principal Payment Date

    October 2009

    October 2009

    Present Value of Cash Flows

    $
    27,500,000

    $
    30,981,178

    12.66
    %

    Pay off at April 2010

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    $
    (7,264,813
    )

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    March 2010

    March 2010

    Number of Interest payments

    2

    2

    Prepayment penalty

    —

    4
    %

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principal Payment Date

    March 2010

    March 2010

    Present Value of Cash Flows

    $
    26,126,614

    $
    29,014,922

    11.06
    %

    Pay off at October 2010

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    September 2010

    September 2010

    Number of Interest payments

    4

    4

    Prepayment penalty

    —

    4
    %

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principal Payment Date

    October 2010

    October 2010

    Present Value of Cash Flows

    $
    24,883,950

    $
    26,969,721

    8.38
    %

    Pay off at April 2011

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

    Discount on shares issued**

    —

    $
    (1,856,178
    )

    Effective Interest Rate

    20.5
    %

    20.5
    %

    Quarterly Interest Payments

    $
    670,313

    $
    690,625

    Interest Payments through

    March 2011

    March 2011

    Number of Interest payments

    6

    6

    Prepayment penalty

    —

    3
    %

    Principal Payment Amount

    $
    27,500,000

    $
    32,500,000

    Principal Payment Date

    April 2011

    April 2011

    Present Value of Cash Flows

    $
    23,759,565

    $
    25,144,523

    5.83
    %

    Pay off at October 2011

    Original Debt

    Modified Debt

    Change

    Gross Debt

    $
    27,500,000

    $
    32,500,000

    Discount on debt*

    $
    (7,264,813
    )

    —

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 September 24, 2010
Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
 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
File No. 001-33462

Dear Mr. Roberts:

We have reviewed your response letters dated September 13, 2010 and September 22,
2010 and have the following comments.  In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Brian Roberts
Insulet Corporation September 24, 2010 Page 2
 Form 10-K for the Fiscal Year Ended December 31, 2009

Note 8.  Facility Agreement and Common Stock Warrants, page F-17
 1. We note your response to prior comment 1 from our September 10, 2010 letter received
September 22, 2010.  Please note we have not  yet completed our evaluation of your
response to our comment. We may have furt her comment after completing our review.

Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2009

Note 16. Restatement of Previously I ssued Financial Statements, page F-23

2. Please refer to prior comment 2 from our August 27, 2010 letter. We note your response
to our comment where you discuss the cash flow  analysis you prepar ed for the original
and amended debt agreements  under various prepayment scenarios under FASB ASC 470-50-40-12(c).  Please provide us with a su mmary of the revised cash flow analysis
you prepared for the original and amended debt agreements which support your debt
modification treatment along with the cash flow  analysis you used or iginally to support
the debt extinguishment conclusion. Please include sufficient reasona ble detail under the
appropriate scenarios, including the exercise or nonexercise of the prepayment option, for
us to understand your cash flow analysis.

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at  (202) 551-3604 if you have questi ons regarding comments on the
financial statements and related matters.  Please  contact Gabe Eckstein at (202) 551-3286 or Jay
Mumford at (202) 551-3637 if you have questions on other comments.  In this regard, do not
hesitate to contact me at ( 202) 551-3671 with any questions.

        S i n c e r e l y ,          /s/Kate Tillan
  for
                 M a r t i n  J a m e s         Senior Assistant Chief Accountant

CORRESP
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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)

CORRESP
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September 13, 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.

On September 1, 2010, we responded to Comment No.1. In this Letter, we are now responding to
Comment Nos. 2-4.

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

Amendment no. 1 to Form 10-K for the Fiscal Year Ended December 31, 2009

Note 16. Restatement of Previously Issued Financial Statements,, page F-23

    2.

    We note that on August 4, 2010, you filed an Item 4.02 Form 8-K announcing that your
financial statements for the fiscal year ended December 31, 2009 and fiscal quarters ended
September 30, 2009 and March 31, 2010 should no longer be relied upon and subsequently filed
amendments to your Form 10-K and March 31, 2010 Form 10-Q. You determined that the September
2009 amendment to your Facility Agreement which was originally accounted for as a debt
extinguishment should have been treated as a loan modification. Please respond to the
following:

    •

    Describe for us in detail how you originally accounted for the debt
extinguishment and how you subsequently determined loan modification treatment was
appropriate.

    •

    Tell us why you concluded that no amendment to your Form 10-Q for the fiscal
quarter ended September 30, 2009 was required to be filed.

RESPONSE: In March 2009, we executed a debt agreement with Deerfield Partners (“Deerfield”) to
provide us with up to $60 million in debt financing. In September 2009, we sold shares of our
common stock to Deerfield, repaid in full the initial amount borrowed and amended certain terms of
the debt agreement. In the table below, we highlight the key terms between the original and
amended debt agreements.

    Original

    Amended

    $60 million facility with $27.5
million drawn down upon signing.
Remaining $32.5 million to be made
available in tranches of $6.5
million each as certain performance
milestones were achieved.

    Sold 2.84 million shares of our
common stock to Deerfield at a price
per share of $9.68. Repaid the
initial $27.5 million drawn from the
$60 million facility. Drew down
remaining $32.5 million immediately
with no associated performance
requirements.

    Warrants to purchase 3.75 million
shares of our common stock initially
granted upon signing at $3.13 strike
price.

    No additional warrants issued upon
signing of amendment

    Interest: 9.75% on drawn amounts;
2.75% on undrawn amounts

    Interest: 8.5% on drawn amounts; no
undrawn amounts remaining

    Issuance of warrants to purchase
300,000 shares of common stock for
each additional $6.5 million drawn
(maximum of 1,500,000). Warrants to
be priced based upon 20 day weighted
average upon notice by Company of
desire to draw down a tranche of
funds.

    No warrants associated with draw of
$32.5 million. The warrants to
purchase 1.5 million shares of our
common stock that would have been
issued under the original facility
were eliminated.

    Amounts can be repaid at any time
prior to September 2012

    Prepayment penalty of up to 5% of
principal based on timing of
prepayment

At the time of the modification we considered the guidance in ASC 470-50-40 (formerly EITF 96-19,
“Debtor’s Accounting for a Modification or Exchange of Debt Instruments”). We performed a
calculation considering the change in the present value of the cash flows and determined that the
change in the present value of the cash flows under the terms of the amended debt instrument was
greater than 10% from the present value of the remaining cash flows under the terms of the original
instrument. Accordingly, the debt was considered to be extinguished, and we recorded a charge of
approximately $7.6 million in the period ended September 30, 2009

2

to write-off the remaining debt discount and issuance costs related to the original debt on the
balance sheet to interest expense.

In June 2010, we entered into a second amendment with Deerfield to modify additional terms of the
debt agreement. While finalizing the accounting for this amendment in connection with the filing
of the Form 10-Q for the quarter ended June 30, 2010, we revisited the calculation from September
2009 and determined that we did not appropriately consider the present value of the cash flows for
the original and amended debt arrangements under various prepayment scenarios as required by ASC
470-50-40-12 c. The calculation used to determine the change in present value of the cash flows
under the amended debt arrangement compared to the original debt arrangement, including the
effective interest rate, was not correct. Therefore, we revised the present value calculations for
the various prepayment scenarios utilizing the appropriate interest rates and determined that at
September 2009, we did not have a change greater than 10% in the present value of the remaining
cash flows in all scenarios. As such, the first amendment should have been treated as a
modification of the original debt and not as an extinguishment of debt. Under the terms of a debt
modification, the debt discount and related issuance costs incurred in the original borrowing as
well as any additional debt discount and related fees related to the amended borrowing should be
amortized to interest expense over the remaining term of the debt agreement.

As a result, we should not have recorded the $7.6 million debt extinguishment charge in the period
ended September 30, 2009. Rather, the discount will continue to be amortized to interest expense
over the remaining term of the amended debt agreement. In addition, we initially recorded a $1.8
million discount on the shares sold in September 2009 in connection with the repayment of the
original borrowings as a discount on the equity issued. In accordance with ASC 470-50-40-3, the
equity issued should have been recorded at its fair value and the $1.8 million in excess of the
amount of debt that was legally discharged has now been recorded as additional discount on the
modified debt and will be recognized as additional interest expense over the life of the amended
loan.

We performed an analysis of materiality considering both quantitative and qualitative measures for
the periods impacted from the date of the amendment. The periods considered included the quarter
ended September 30, 2009, the full year ended December 31, 2009 and the quarter ended March 31,
2010. For each period, we determined that the error was material to the financial statements. On
August 9, 2010, we filed an amended Form 10-K/A for the year ended December 31, 2009 and an amended
Form 10-Q/A for the quarter ended March 31, 2010. The 10-K/A included all financial information
required to be restated related to the three and nine month periods September 30, 2009.

As noted in our Form 8-K filed on August 4, 2010, we determined that the previously filed financial
statements for the quarter ended September 30, 2009, the year ended December 31, 2009 and the
quarter ended March 31, 2010 should no longer be relied upon. Accordingly, on August 9, 2010, we
filed an amended Form 10-K/A for the year ended December 31, 2009 and an amended Form 10-Q/A for
the quarter ended March 31, 2010. The Form 10-K/A filed to amend the 2009 results included the
restated amounts and disclosures for both the quarter ended September 30, 2009 (unaudited) as well
as the year ended December 31, 2009. Once the

3

Form 10-K/A was filed, we are no longer required to incorporate by reference our Forms 10-Q for the
quarters ended March 31, 2009, June 30, 2009 or September 30, 2009 into any subsequent filings. In
addition, we reviewed recent amended filings of other SEC registrants including athenahealth, Inc.
and GSI Group Inc., and noted that their Forms 10-K included the disclosures relating to the
restated quarterly periods. Neither registrant filed amended Forms 10-Q for these restated
quarterly periods. We believe that since we included the complete restated disclosures for the
quarter ended September 30, 2009 in the Form 10-K/A, it was unnecessary to file an amended Form
10-Q for the quarter ended September 30, 2009.

Form 10-Q for the Quarterly Period Ended June 30, 2010

    3.

    We note your response to our prior comment 3. In addition to resolving any comments we may
have to your confidential treatment request for Exhibit 10.1 to your Form 10-Q filed May 7,
2010, please ensure you have resolved any comments we may have to your confidential treatment
request for Exhibit 10.1 to your Form 10-Q filed August 9, 2010.

RESPONSE: In response to the Staff’s comment, we have spoken with the Staff and are in the process
of revising our amended and restated confidential treatment request which was submitted on July 22,
2010 and Exhibit 10.1, which we had filed on Form 10-Q filed on May 7, 2010, and we plan to submit
a further amended and restated confidential treatment request and file a revised Exhibit 10.1 on
Form 10-Q/A with the Commission by September 17, 2010 as discussed with the Staff. As of the date
of this letter, we have not received any comments from the Staff with regard to our confidential
treatment request for Exhibit 10.1 to our Form 10-Q filed on August 9, 2010. If we receive any
comments from the Staff, we will respond to them promptly.

Note 1. Nature of the Business, page 6

    4.

    You disclose that you shipped product to your distributor but you have not recorded any
revenue. Please tell us the significant terms of your distribution agreement with Ypsomed and
explain how you are accounting for the agreement.

RESPONSE: On January 4, 2010, we entered into a distribution agreement (the “Agreement”) with
Ypsomed Distribution AG (“Ypsomed”) pursuant to which Ypsomed becomes the exclusive distributor of
our OmniPod Insulin Management System (the “OmniPod System”), with the right to promote, advertise,
market, distribute and sell the OmniPod System in Australia, Belgium, China, Finland, France,
Germany, Norway, Sweden, Switzerland, the Netherlands and the United Kingdom.

Significant Terms

    •

    Ypsomed has agreed to make minimum annual purchases of the OmniPod System. The remedy for
Ypsomed’s failure to satisfy the applicable minimum purchase requirements is generally to
convert Ypsomed to a non-exclusive distributor or, in certain circumstances, to terminate the
Agreement.

    •

    We are responsible for supplying Ypsomed with product ordered via written purchase order at
the fixed prices specified in the Agreement.

4

    •

    Payments are due from Ypsomed within 45 days from the date of the invoice.

    •

    Ypsomed has the right to set its own price to the customer.

    •

    Shipping terms are EXW (Incoterms 2000) at a facility designated by us in China or
Massachusetts.

    •

    Ypsomed has also agreed to refrain from manufacturing, selling or distributing any other
insulin infusion devices which adhere to a user’s skin. It is expected that the version of the
OmniPod System distributed by Ypsomed will be co-branded with Ypsomed’s MYLIFE diabetes care
brand.

    •

    Term of five years.

    •

    Fifteen months prior to the end of this term, the parties have agreed to negotiate in good
faith to enter into an amendment to the Agreement which would include a renewal term.

    •

    Upon termination or expiration of the Agreement, we have agreed to pay certain
termination/expiration fees. These fees would be based on sales of our products made during
the twelve months following such termination or expiration to customers who had purchased our
products from Ypsomed during the term of the Agreement. Upon determining that a termination
or expiration of the Agreement is probable, we will accrue the estimated fees.

    •

    Subject to certain conditions, we have granted Ypsomed a right of first refusal relating to
distribution rights in all other countries except the United States, Canada and Israel.

    •

    Under the Agreement, Ypsomed has no rights of return, stock balancing rights or price
protection rights. Customers are provided with warranty rights commensurate with the
warranties provided to customers in the United States.

Accounting

As disclosed in Note 1 to the Financial Statements, we recognize revenue from sales to distributors
based on the revenue recognition criteria of Staff Accounting Bulletin 104 “Revenue Recognition”
(“SAB 104”). Specifically, we recognize revenue at the time all of the following criteria are met:

    •

    Persuasive evidence of an arrangement exists

    •

    Delivery has occurred

    •

    Fees are fixed and determinable

    •

    Collection is reasonably assured

As there are additional complexities in transactions with distributors, we consider the following
additional factors relating to these sales.

    •

    Whether the arrangement contains extended payment terms

    •

    Whether the payment terms coincide with the reseller’s sales to end customers

    •

    Whether collection of the fees associated with a reseller arrangement can be assessed as
probable

    •

    Whether uncertainties about the potential number of delivered products that will be resold
indicate that the amount of future returns cannot be reasonably estimated pursuant to the
provisions of the rights of return guidance

5

    •

    Whether an arrangement with a reseller includes return, exchange, or stock balancing
rights.

    •

    Whether a reseller arrangement requires a vendor to rebate or credit a portion of an
arrangement’s fee if the vendor subsequently reduces its price for a product and the reseller
still has rights with respect to that product (price protection rights)

    •

    Whether a vendor has induced a reseller to buy more product than can be promptly resold

    •

    Whether the arrangement includes either explicit or implicit commitments by the vendor to
assist the reseller in reselling the product

    •

    Whether a transaction is complex, involving both a reseller and an end customer

    •

    The reseller’s bargaining strength

    •

    Other characteristics such as the vendor’s past business practices, the reseller’s
operating history, competitive pressures, the environment of the geographic location of the
reseller and side arrangements and informal communications

Each shipment to a distributor is evaluated against these criteria and once all conditions are met
and complexities identified, revenue is recognized.

In regards to our international distributor, Ypsomed, we made our initial shipment of product for
resell to Ypsomed on June 30, 2010. At the time of shipment, we deferred the revenue and related
cost based on our consideration of the facts and circumstances of the transaction. The total value
of the shipment was less than $300,000. Had this revenue been recognized in the second quarter of
2010, it would have represented approximately 1% of our revenue for the quarter. We made the
determination to defer the revenue and associated costs based upon our review of the transaction
against the four criteria and other considerations noted above.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 September 10, 2010
Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
 Re: Insulet Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed March 9, 2010
File No. 001-33462

Dear Mr. Roberts:

We have reviewed your response letter dated September 1, 2010, and your subsequent
filings and have the following comment.  In so me of our comments, we may ask you to provide
us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Brian Roberts
Insulet Corporation September 1, 2010 Page 2
 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 Agreem ent, in event of a Cashless Major Exercise
the warrant holder is entitled to a number of shares of co mmon stock  equal to the Black
Scholes Value, “divided by 95% of the clos ing 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 rise s. 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 levera ge factor that would be inconsistent with
the fixed-for-fixed option on equity shares model.

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at  (202) 551-3604 if you have questi ons regarding comments on the
financial statements and related matters.  Please  contact Gabe Eckstein at (202) 551-3286 or Jay
Mumford at (202) 551-3637 if you have questions on other comments.  In this regard, do not
hesitate to contact me at ( 202) 551-3671 with any questions.

       S i n c e r e l y ,
                         M a r t i n  J a m e s         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

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

2

    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)

3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 August 27, 2010
Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
 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 Mr. Roberts:

We have reviewed your response letter dated August 12, 2010, and your subsequent
filings and have the following comments.  In so me of our comments, we may ask you to provide
us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Brian Roberts
Insulet Corporation
August 27, 2010 Page 2  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 not e we have not yet completed our evaluation
of your response to our comment. To assist us in understanding th e warrant agreement,
please provide us an example of how the warrant would be set tled 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 ex ample for us to understand your
accounting entries and valuati on of the transaction.

Amendment no. 1 to Form 10-K for the Fiscal Year ended December 31, 2009
 Note 16. Restatement of Previously I ssued Financial Statements, page F-23

 2. We note that on August 4, 2010, you filed an Item 4.02 Form 8-K announcing that your
financial statements for the fiscal year ended December 31, 2009 and fiscal quarters
ended September 30, 2009 and March 31, 2010 should no longer be relied upon and subsequently filed amendments to your Form 10-K and March 31, 2010 Form 10-Q. You
determined that the September 2009 amendmen t to your Facility Agreement which was
originally accounted for as a debt extinguish ment should have been treated as a loan
modification. Please respond to the following:

• Describe for us in detail how you original ly accounted for the debt extinguishment
and how you subsequently determined loan modification treatment was appropriate.
Cite the accounting literature appl ied and explain how you applied it.
• Tell us why you concluded that no amendm ent to your Form 10-Q for the fiscal
quarter ended September 30, 2009 was required to be filed.

Form 10-Q for the Quarterly Period Ended June 30, 2010

3. We note your response to our prior comment 3.   In addition to resolving any comments we may have to your confiden tial treatment request for Exhi bit 10.1 to your Form 10-Q
filed May 7, 2010, please ensure you have reso lved any comments we may have to your
confidential treatment request for Exhibit 10.1 to your Form 10-Q filed August 9, 2010.

Note 1.  Nature of the Business, page 6

4. You disclose that you shipped product to you r distributor but you ha ve not recorded any
revenue.  Please tell us the significant term s of your distribution agreement with
Ypsomed and explain how you are accounting for the agreement.

Brian Roberts
Insulet Corporation August 27, 2010 Page 3
 You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at  (202) 551-3604 if you have questi ons regarding comments on the
financial statements and related matters.  Please  contact Gabe Eckstein at (202) 551-3286 or Jay
Mumford at (202) 551-3637 if you have questions on other comments.  In this regard, do not
hesitate to contact me at ( 202) 551-3671 with any questions.

        S i n c e r e l y ,                           M a r t i n  J a m e s         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 July 15, 2010
 Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
 Re: Insulet Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed March 9, 2010
  Form 10-Q for the Fiscal  Quarter Ended March 31, 2010
File No. 001-33462

Dear Mr. Roberts:

We have reviewed your response letter da ted June 29, 2010 and your subsequent filings
and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Brian Roberts
Insulet Corporation July 15, 2010 Page 2
 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 sh ares, please tell us why you concluded that
the warrants are indexed to your own stock.  Pl ease 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)
 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.
 Form 10-Q for the Fiscal Quarter Ended March 31, 2010

 3. Please ensure you have resolved any comments we may have regarding your confidential
treatment request for exhibit 10.1 to  your Form 10-Q filed May 7, 2010.

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at  (202) 551-3604 if you have questi ons regarding comments on the
financial statements and related matters.  Please  contact Gabe Eckstein at (202) 551-3286 or Jay
Mumford at (202) 551-3637 if you have questions on other comments.  In this regard, do not
hesitate to contact me at ( 202) 551-3212 with any questions.

         S i n c e r e l y ,                     Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

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

Page 5

    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

Page 6

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
  June 1, 2010
Via U.S. Mail and Facsimile to (781) 457-5011

 Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
 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 Mr. Roberts:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your future  documents in response to thes e comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Brian Roberts
Insulet Corporation
June 1, 2010 Page 2  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.
 Our Executive Compensation Programs, proxy statement page 21

 2. We note that you have not included any disc losure 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 y ou undertook to reach that conclusion.
 Cash Incentive Bonuses, proxy statement page 22

3. In future flings, please disclose the object ive performance goals and objective company
goals that an executive officer must achiev e 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 Regula tion S-K, provide a de tailed explanation for
such conclusion.
 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 purchas e 3.75 million shares of common stock at
$3.13 per share in connection wi th 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 wh ich may result in Black-Scholes value upon
change of control or events of default.  Di scuss the types of events that are included in
these categories.
 Schedule 14A filed April 5, 2010

 Board of Directors, proxy statement page 8

 5. We note your disclosure in the last sentence of this section regarding your lack of a
formal policy on diversity and how you consider  it essential that members of the board
represent diverse viewpoints.  In future f ilings, please clarify how you consider diversity
in identifying nominees for director.

Brian Roberts
Insulet Corporation June 1, 2010 Page 3
  As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your responses
to our comments and provides any requested informa tion.  Detailed cover letters greatly facilitate
our review.  Please understand that we may have additional comments  after reviewing your
amendments and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; 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 United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at (202) 551-
3604 if you have questions regarding comments on th e financial statements and related matters.
Please contact Gabe Eckstein at (202) 551-3286 or Jay Mumford at (202) 551-3637 if you have
questions on other comments.  In this rega rd, do not hesitate to contact Jeff Jaramillo,
Accounting Branch Chief, at ( 202) 551-3212 with any questions.

         S i n c e r e l y ,                     K a t e  T i l l a n          Accounting Reviewer

CORRESP
1
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    Global Markets & Investment Banking

    World Financial Center

North Tower

New York, New York 10281-1305

212-449-6500

    May 10, 2007

Securities and Exchange Commission

450 Fifth Street, NW

Washington, D.C. 20549

Attention:

    Mr. Donald C. Hunt

    Re:

    Insulet Corporation

Registration Statement No. 333-140694

Gentlemen:

On behalf of the underwriters, we hereby join the company in requesting that the effective date
for the Registration Statement referred to above be accelerated so that it will be declared
effective at 2:00 p.m. EDT on May 14, 2007, or as soon thereafter as possible, pursuant to Rule
430A.

The Underwriters of the above issue were advised by invitation wire and in subsequent
underwriting papers that they must comply with the provisions of SEC Release No. 33-4968 of the
1933 Act and Rule 15c2-8 under the 1934 Act. Copies of the Preliminary Prospectus have been or
will be made available in sufficient time for distribution to all prospective purchasers no less
than 48 hours prior to the time it is expected confirmations will be mailed. The undersigned, as
Representatives, have and will, and each underwriter and each dealer has advised the undersigned
that it has and will comply with Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the
1934 Act.

In connection with the foregoing, please be advised that the undersigned have
effected approximately the following distribution of copies of the Preliminary
Prospectus dated April 30, 2007.

    N.Y.S.E.

    1

    Financial Services and Publications

    15

    N.A.S.D.

    5

    Underwriters

    7,078

    Dealers

    4

    Individuals & Corporations

    1,701

    MLPF&S Inc. Branch Offices

    4,851

    TOTAL

    13,655

    Very truly yours,

MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

J.P. MORGAN SECURITIES INC.

THOMAS WEISEL PARTNERS LLC

LEERINK SWANN & CO., INC.

As Underwriters

BY: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

    By:
    /s/ Hugh H. Haynes

    Hugh H. Haynes

    Authorized Signatory

CORRESP
1
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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

April 24, 2007

Mail Stop 6010

Duane DeSisto
President and Chief Executive Officer
Insulet Corporation
9 Oak Park Drive
Bedford, Massachusetts 01730

Re: Insulet Corporation
 Amendment No. 1 to Registra tion Statement on Form S-1
 Filed April 4, 2007
 File No. 333-140694

Dear Mr. DeSisto:

We have reviewed your registration stat ement and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Summary, page 1

Our Business

1. Expand to discuss your operating results to date.

Duane DeSisto
Insulet Corporation
April 24, 2007 Page 2
Our Market, page 1

2. We note your response to prior comment  5.  The comment asked whether the
sources consented to your use of their da ta in your prospectus.  We were not
asking you to file a Rule 436 consent and agree that none is required.  Also tell us whether the data and reports are publicly available.

Claims that our current or future products…, page 13

3. Please furnish us with the letter from Me dtronic and ensure that the disclosure
fully describes the claims made in the letter.  Also disclose the extent to which the technology referenced in the Medtronic le tter is material to your business.

Capitalization, page 27

4. Please refer to prior comment 15 in our  letter dated March 13, 2007.  We read
your response and re-issue our prior comment.  We believe the caption “Cash and
cash equivalents” should not be included in  the capitalization tabl e.  Please revise
the filing to remove this caption.

Dilution, page 29

5. In the penultimate paragraph on page 30, expand to also disclose how the
numbers, percentages, dollar amounts and average share prices would change in
the table at the bottom of page 29, assu ming exercise of all outstanding options
and warrants.

Our Solution, page 50

6. Please revise your disclosure to include the operational lifespan of the OmniPod,
as discussed in your response to prior comment 18.

Third-Party Reimbursement, page 65

7. We note your revised disclosure in res ponse to prior comment 22.  With a view
toward clarified disclosure in the prospect us, please describe the medical criteria
for insulin infusion devices used by th ird-party payors that have declined
reimbursement for your products.  For exam ple, do these third-party payors only
reimburse for insulin infusion devices re quired by patients suffering from Type 2
diabetes?

*     *     *     *     *

Duane DeSisto
Insulet Corporation
April 24, 2007 Page 3
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
You may contact at Dennis Hult at (202) 551-3618 or Jay Webb at (202) 551-
3603 if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald C. Hunt at (202) 551-3647 or me at (202) 551-3800 with
any other questions.

Sincerely,

Peggy Fisher
Assistant Director

cc (via fax):   Raymond C. Zemlin, Esq., Goodwin Proctor LLP
  Daniel P. Adams, Esq., Goodwin Proctor LLP

Mail Stop 6010

 March 13, 2007

Duane DeSisto
President and Chief Executive Officer
Insulet Corporation
9 Oak Park Drive
Bedford, Massachusetts 01730

Re: Insulet Corporation
 Registration Statement on Form S-1
 Filed February 14, 2007
 File No. 333-140694

Dear Mr. DeSisto:

We have reviewed your registration stat ement and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please confirm that any preliminary prosp ectus you circulate will include all non-
Rule 430A information.  This includes the price range and related information
based on a bona fide  estimate of the public offeri ng price within that range.

Table of Contents

2. You may not disclaim responsibility for the accuracy of your disclosure.  Please
revise the last two sentences accordingly.

Duane DeSisto
Insulet Corporation
March 13, 2007 Page 2
Prospectus Summary, page 1

Our Market, page 1

3. Clarify under this caption that your current market is the east coast region of the
United States, and identify the stat es where your produc ts are sold.

4. In the second paragraph, st ate the percentage of Type 2 diabetics that are insulin-
dependent.

5. Please provide us with the industry re ports cited throughout  the prospectus,
clearly marked to support references made  in your prospectus.  For example, you
cite the International Diabetes Federation on page 1 and Frost & Sullivan on page
2.  In addition, please tell us whether thes e sources consented to your use of their
data and whether any reports were pr epared specifically for your use.

6. In the last paragraph under this caption, state the percen tage of people with Type
2 diabetes that use CSII therapy.

7. Please provide support for the claims rega rding the advantages of CSII therapy
made here and throughout the prospectus.

Our Solution

8. In the business section, discuss in more detail the awards your designs and
technology have won.

Risk Factors, page 8

9. If material, please add a ri sk factor that addresses the fact that you may issue
authorized but unissued shares of comm on and preferred stock without further
shareholder approval and that these shares  may be granted rights and preferences
that are greater than those of common shares being offered pursuant to this prospectus.

We have incurred significant operating losses…, page 8

10. Quantify the extent to which you are se lling the OmniPod System at a loss.

11. Expand the caption to specifically state th at your independent auditor has issued
an opinion that expresses substantial doubt  about your ability to continue as a
going concern.

Duane DeSisto
Insulet Corporation
March 13, 2007 Page 3
Failure to secure …, page 10

12. Disclose the number of states where you have entered into reimbursement contracts.

Use of Proceeds, page 25

13. Please provide the disclosu re required by Item 504 or Regulation S-K regarding
the approximate amount of proceeds from this offering intended to be used for each stated purpose.

14. Under Risk Factors, page 20, you indicate th at you secured a credit facility that
requires you to complete a second manufact uring line by a specified date.  Under
“Use of Proceeds” you indicate that you intend to use the proceeds from this
offering for, among other things, “the completion and enhancement of our automated manufacturing capabilities to increase our manufacturing capacity.”
Please revise to indicate more specifical ly the meaning of “enhancement” and
whether this includes the making of the second manufacturing line.

Capitalization, page 26

15. “Cash and cash equivalents” is not a component of capita lization as applicable to
this disclosure. Pleas e revise to remove that capti on from the presentation of
capitalization.

Management’s Discussion and Analysis . . ., page 31

16. Please disclose the rate of returns you ha ve experienced pursuant to your Starter
Kit refund policy.  Also, please tell us what percentage of patients who purchased your OmniPod system continue to use your system.

Business, page 44

Current Insulin Therapy, page 45

17. Please furnish supplemental support for the bullets listed on page 45.

Our Solution, page 48

18. In the second bullet, we note that an Om niPod is worn for “up to three days.”
Please disclose the average number of days an OmniPod lasts before it needs to be
replaced.

Duane DeSisto
Insulet Corporation
March 13, 2007 Page 4
Our Strategy, page 49

19. Please file any material agreement with A bbot Diabetes Care Inc. entered into in
connection with the partnership mentioned in the penultimate bullet on page 50.

Manufacturing and Quality Assurance, page 57

20. Disclose your current manufacturing cap acity and your expected manufacturing
capacity when your existing manufacturing line becomes fully automated.  Also
disclose your current manufacturing level as a percentage of current capacity.

21. File your agreement with a subsidiary of  Flextronics International Ltd. mentioned
in the first full paragraph on page 58.

Third-Party Reimbursement, page 63

22. Explain in more detail the situations where third party payo rs typically have
denied reimbursement.

23. We note the limitations on Medicare coverage.  It appears that your risk factor disclosure regarding reimbursement should be expanded accordingly.

Principal Stockholders, page 84

24. Please identify the natural persons who ha ve or share beneficial ownership for
each of the entities named in the table.

Financial statements, page F-1

General

25. Please update the financial statements as required by Rule 3-12 of Regulation S-X
and include an updated accountant’s consent in the amended filings.

Note 2 Summary of Significant Accounting Policies, page F-8

Revenue Recognition, page F-10

26. We see you indicate revenues are derived from the sale to new customers of
OmniPods and Starter Kits, which in clude the PDM, two OmniPods, the
OmniPod System User Guide and our In teractive Training CD, and from the
follow-on sales of OmniPods to existing customers.  Please provide us with (and revise the filing to disclose) more in formation about your accounting policy for

Duane DeSisto
Insulet Corporation
March 13, 2007 Page 5
sales to new customers.  Specifically addr ess how the stated policy complies with
SAB 104 or other aut horitative literature.

Stock Based Compensation, page F-11

27. We note that on page F-12 you refer to usi ng the valuation of an  independent third
party when determining the fair value of your common stock.  Please revise the
filing to name the independent valuation expert here and in the Experts section,
and include its consent as an  exhibit.  Refer to Rule 436 and Item 601(b)(23) of
Regulation S-K.

Part II

Item 17. Undertakings, page II-5

28. Please note that due, in part, to the la nguage of Securities Act Rule 430C(d), the
undertakings included in Item 512(a)(5 )(ii) and 512(a)(6) of Regulation S-K
should be included in filings for initial public offerings.  Please revise your filing to include those undertakings.

Exhibits

29. We note that you have requested confiden tial treatment for portions of exhibit
10.1.   We will review and provide any comments on your request separately.
Please resolve all comments regardi ng your request prior to requesting
effectiveness of this registration statement.

*     *     *     *     *

Duane DeSisto
Insulet Corporation
March 13, 2007 Page 6
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

‚ the action of the Commission or the st aff, 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 pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

Duane DeSisto
Insulet Corporation
March 13, 2007 Page 7
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact at Dennis Hult at (202) 551-3618 or Jay Webb at (202) 551-
3603 if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald C. Hunt at (202) 551-3647 or me at (202) 551-3800 with
any other questions.

Sincerely,

Peggy Fisher
Assistant Director

cc (via fax):   Raymond C. Zemlin, Esq., Goodwin Proctor LLP
  Daniel P. Adams, Esq., Goodwin Proctor LLP