8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 14, 2008

INSULET CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-33462	04-3523891
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
of Incorporation)		Identification No.)

9 Oak Park Drive
Bedford, Massachusetts 01730
(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 457-5000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Ex-99.1 Press Release dated October 20, 2008

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Alison de Bord from the Board of Directors

     On October 14, 2008, Insulet Corporation (the “Company”) received written notice from Alison de Bord of her decision to resign from the Board of Directors (the “Board”) of the Company, effective immediately. Ms. de Bord’s resignation was not the result of any disagreement with the Company. Ms. de Bord joined the Board in 2004 and, at the time of her resignation, served as a member of the Board’s Nominating and Corporate Governance Committee.

Appointment of Sally Crawford to the Board of Directors

     Effective October 17, 2008, the Board appointed Sally W. Crawford as a Class I director with a term expiring at the 2011 annual meeting of stockholders. The Board also appointed Ms. Crawford to serve on the Compensation Committee of the Board. Ms. Crawford will receive standard non-employee director compensation, including: (i) an annual retainer of $25,000; and (ii) upon joining the Board, a non-qualified option to purchase 9,520 shares of the Company’s common stock that are subject to a three-year vesting period, with 50% of the total award vesting on the first anniversary of the grant date and an additional 25% vesting on each of the next two anniversaries of the grant date, subject to continued service as a director. The exercise price for all option grants will be equal to their fair market value on the date of grant.

     On October 20, 2008, the Company issued a press release regarding the appointment of Ms. Crawford. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d)          Exhibits.

Exhibit No. Description

      99.1             Press Release dated October 20, 2008.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

	INSULET CORPORATION
October 20, 2008	By:	/s/ Lars Boesgaard
		Vice President of Finance

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EX-99.1

Exhibit 99.1

Sally W. Crawford Joins Insulet’s Board of Directors

BEDFORD, MA, October 20, 2008— Insulet Corporation (Nasdaq: PODD), the leader in patch pump technology with its OmniPod^® Insulin Management System, today announced the appointment of Sally W. Crawford to its board of directors. Ms. Crawford is a healthcare consultant and the former chief operating officer of Healthsource Inc., a managed care organization. She replaces Alison de Bord of Alta Partners, a venture capital firm in life sciences, on Insulet’s board of directors.

“Sally has had a distinguished career in the healthcare industry and we are delighted to welcome her to the Insulet board. Her expertise, particularly in managed care, will be a valuable asset to the Company as we continue to capture the growing demand for the OmniPod Insulin Management System,” said Duane DeSisto, Insulet’s president and chief executive officer.

Sally W. Crawford served as chief operating officer of Heathsource Inc., a publicly held managed care organization headquartered in New Hampshire, from its founding in April 1985 until January 1997. During her tenure at Healthsource, she led development of the company’s operating systems and marketing strategies and supported strategic alliances with physicians, hospitals, insurers and other healthcare companies.

Since January 1997, Ms. Crawford has been a healthcare consultant in New Hampshire for clients such as Bayer Healthcare Diabetes Division, as well as healthcare investors, providers, regulators and managed care payers. Ms. Crawford serves on the board of directors of Hologic, Inc., EXACT Sciences, CombinatoRx Inc., and Universal American. Ms. Crawford earned a BA in English from Smith College and an MS in Communication from Boston University.

About Insulet Corporation

Insulet Corporation is an innovative medical device company dedicated to improving the lives of people with diabetes. The Company’s OmniPod Insulin Management System is a revolutionary, discreet and easy-to-use insulin infusion system that features two easy-to-use parts with no tubing and fully-automated cannula insertion. Through the OmniPod System, Insulet seeks to expand the use of continuous subcutaneous insulin infusion (CSII) therapy among people with insulin-dependent diabetes. Founded in 2000, Insulet is based in Bedford, MA.

Forward-Looking Statement

This press release contains forward-looking statements concerning Insulet’s expectations, anticipations, intentions, beliefs or strategies regarding the future, including those related to the demand for the

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OmniPod System and Insulet’s ability to successfully capture that demand. These forward-looking statements are based on its current expectations and beliefs concerning future developments and their potential effects on it. There can be no assurance that future developments affecting it will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond its control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with Insulet’s dependence on the OmniPod System; Insulet’s ability to achieve and maintain market acceptance of the OmniPod System; potential manufacturing problems, including damage, destruction or loss of any or Insulet’s automated assembly units or difficulties in implementing its automated manufacturing strategy; potential problems with sole source or other third-party suppliers on which Insulet is dependent; Insulet’s ability to obtain favorable reimbursement from third-party payors for the OmniPod System and potential adverse changes in reimbursement rates or policies relating to the OmniPod; potential adverse effects resulting from competition with competitors; technological innovations adversely affecting the Company’s business; potential termination of Insulet’s license to incorporate a blood glucose meter into the OmniPod System; Insulet’s ability to protect its intellectual property and other proprietary rights; conflicts with the intellectual property of third parties; adverse regulatory or legal actions relating to the OmniPod System; the potential violation of federal or state laws prohibiting “kickbacks” and false and fraudulent claims or adverse affects of challenges to or investigations into Insulet’s practices under these laws; product liability lawsuits that may be brought against Insulet; unfavorable results of clinical studies relating to the OmniPod System or the products of Insulet’s competitors; potential future publication of articles or announcement of positions by physician associations or other organizations that are unfavorable to Insulet’s products; Insulet’s ability to attract and retain key personnel; Insulet’s ability to manage its growth; risks associated with potential future acquisitions; Insulet’s ability to maintain compliance with the restrictions and covenants contained in its existing credit and security agreement; Insulet’s ability to successfully maintain effective internal controls; and other risks and uncertainties described in the Company’s annual report on Form 10-K for the year ended December 31, 2007 and in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2008 and its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Insulet undertakes no obligation to publicly update or revise any forward-looking statements.

Contact:
Stephanie Marks for Insulet Corporation
ir@insulet.com
877-PODD-IR1 (877-763-3471)

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