8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported): May 7, 2018

INSULET CORPORATION(Exact name of registrant as specified in its charter)

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

600 Technology Park Drive, Suite 200Billerica, Massachusetts 01821(Address of Principal Executive Offices, including Zip Code)Registrant’s telephone number, including area code: (978) 600-7000
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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 – Entry into a Material Definitive Agreement.

On May 7, 2018, Insulet Corporation (the “Company”) entered into Amendment No. 3 (the “Amendment”) to the Company’s Shareholder Rights Agreement, originally dated as of November 18, 2008, as amended, between the Company and Computershare Trust Company, N.A., as rights agent (as amended, the “Rights Agreement”).

The Amendment accelerates the expiration of the Company’s Series A Junior Participating Cumulative Preferred Stock purchase rights (the “Rights”) from 5:00 p.m. (New York City time) on November 15, 2018 to 5:00 p.m. (New York City time) on May 7, 2018, and has the effect of terminating the Rights Agreement as of the date hereof.  In connection with the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired on the date hereof.

The foregoing is a summary of the terms of the Amendment.  The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Item 1.02 – Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.03 – Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, on November 20, 2008, the Company filed a Certificate of Designations, Preferences and Rights with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series A Junior Participating Cumulative Preferred Stock issuable upon exercise of the Rights (the “Series A Preferred Stock”).

In connection with the expiration of the Rights and the termination of the Rights Agreement, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware on May 7, 2018 eliminating the Series A Preferred Stock and returning it to authorized but undesignated shares of the Company’s preferred stock.

The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d)  Exhibits.

ExhibitNumber	Description
3.1	Certificate of Elimination of Series A Junior Participating Cumulative Preferred Stock of Insulet Corporation.
4.1	Amendment No. 3 to Shareholder Rights Agreement, dated May 7, 2018.

SIGNATURES

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

	INSULET CORPORATION
May 7, 2018	By:	/s/ Michael L. Levitz
		Name: Michael L. Levitz
		Title: Chief Financial Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

SERIES A JUNIOR PARTICIPATING CUMULATIVE

PREFERRED STOCK

OF

INSULET CORPORATION

Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware

Insulet Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the Delaware General Corporation Law (the “DGCL”), hereby certifies as follows:

FIRST:Pursuant to Section 151 of the DGCL and authority granted in the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Board of Directors of the Corporation (the “Board”) previously designated 40,000 shares of preferred stock as Series A Junior Participating Cumulative Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and established the powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof, as set forth in the Certificate of Designations of Series A Junior Preferred Cumulative Preferred Stock of Insulet Corporation (the “Series A Certificate of Designations”), with respect to such Series A Preferred Stock, which Series A Certificate of Designations was filed in the Office of the Secretary of State of the State of Delaware and is in full force and effect on the date hereof.

SECOND:The Series A Certificate of Designations was filed with the Office of the Secretary of State of the State of Delaware in connection with a Shareholder Rights Agreement, dated as of November 14, 2008, as amended as of each of September 25, 2009, August 30, 2016 and May 7, 2018, between the Corporation and Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”).

THIRD:None of the authorized shares of Series A Preferred Stock are outstanding and none will be issued prior to 5:00 p.m. Eastern Daylight Time on May 7, 2018 (the “Final Expiration Date”), at which time the Rights Agreement will terminate pursuant to its terms.

FOURTH:Pursuant to the authority conferred on the Board by the Certificate of Incorporation and in accordance with the provisions of Section 151 of the DGCL, the Board, on May 7, 2018, duly adopted the following resolutions authorizing the elimination of said Series A Preferred Stock:

RESOLVED, that none of the authorized shares of Series A Preferred Stock are outstanding, and none of the authorized shares of Series A Preferred Stock will be issued on or prior to the Final Expiration Date;

RESOLVED FURTHER, that the Corporation be, and hereby is, authorized and directed to file with the Secretary of State of the State of Delaware a certificate (the “Certificate of Elimination”) containing these resolutions, with the effect under the DGCL of eliminating from the Company’s Certificate of Incorporation all matters set forth in the Certificate of Designations; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company and in its name, to execute and file the Certificate of Elimination at such time as they deem appropriate, and to take such further actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the DGCL.

FIFTH:That in accordance with the provisions of Section 151 of the DGCL, the Certificate of Incorporation is hereby amended to eliminate all references to the Series A Preferred Stock, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the preferred stock of the Corporation, without designation as to series.

[signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by its duly authorized officer, as of the 7^th day of May, 2018.

	INSULET CORPORATION
May 7, 2018	By:	/s/ David Colleran
	Name:	David Colleran
	Title:	Senior Vice President, Secretary and General Counsel

EX-4.1

Exhibit 4.1

AMENDMENT NO. 3TO SHAREHOLDER RIGHTS AGREEMENT

This Amendment No. 3 to Shareholder Rights Agreement (this “Amendment No. 3”) is entered into as of May 7, 2018, between Insulet Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent previously entered into the Shareholder Rights Agreement, dated as of November 14, 2008, as amended by Amendment No. 1 to Shareholder Rights Agreement, dated as of September 25, 2009, and Amendment No. 2 to Shareholder Rights Agreement, dated as of August 30, 2016 (as amended, the “Rights Agreement”);

WHEREAS, the Board of Directors of the Company has determined in good faith that the amendments to the Rights Agreement set forth herein are desirable and, pursuant to Section 27 of the Rights Agreement, has duly authorized and adopted such amendments to the Rights Agreement, and directed that such amendments to the Rights Agreement be made;

WHEREAS, the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company stating that this Amendment No. 3 is in compliance with the terms of the Rights Agreement, and has directed the Rights Agent to execute this Amendment No. 3 to amend the Rights Agreement as set forth herein; and

WHEREAS, for purposes of this Amendment No. 3, capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Rights Agreement, as amended by this Amendment No. 3.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:

1.Amendments.

(a)Clause (i) of the first sentence in Section 7(a)(i) of the Rights Agreement is hereby amended by replacing “the tenth anniversary of the Record Date” with “May 7, 2018”.

(b)The Form of Right Certificate attached to the Rights Agreement as Exhibit B thereto is hereby amended by (i) replacing the reference to “NOVEMBER 15, 2018” with “MAY 7, 2018” and (ii) replacing the reference to “November 15, 2018” with “May 7, 2018”.

2.Final Expiration Date. Upon the occurrence of the “Final Expiration Date,” the Rights shall expire and the Rights Agreement, as amended hereby, shall be terminated and of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent.

3.Effectiveness. The Rights Agreement, as supplemented and/or modified by this Amendment No. 3, which such Amendment No. 3 shall be deemed effective as of the date first written above, together with the other writings referred to in the Rights Agreement or delivered pursuant thereto which form a part thereof, contains the entire agreement among the parties thereto with respect to the subject matter thereof and amends, restates and supersedes all prior and contemporaneous arrangements or understandings with respect thereto.

4.Severability. If any term, provision, covenant or restriction of this Amendment No. 3 is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment No. 3 shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

5.Descriptive Headings. Descriptive headings of the several Sections of this Amendment No. 3 are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

6.Governing Law. This Amendment No. 3 shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and to be performed entirely within such State, without regard to conflict-of-law principles.

7.References. Any reference to the Rights Agreement after the date first set forth above shall be deemed to be a reference to the Rights Agreement, as amended by this Amendment No. 3.

8.Counterparts. This Amendment No. 3 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  A signature to this Amendment No. 3 executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and attested, all as of the day and year first above written.

Attest:		INSULET CORPORATION
By:	/s/ David Colleran	By:	/s/ Shacey Petrovic
	Name: David Colleran		Name: Shacey Petrovic
	Title: Secretary and General Counsel		Title: President & COO
		COMPUTERSHARE TRUST
Attest:		COMPANY, N.A., as Rights Agent
By:	/s/ Rachel Fisher	By:	/s/ Dennis V. Moccia
	Name: Rachel Fisher		Name: Dennis V. Moccia
	Title: Contract Negotiations Specialist		Title: Manager, Contract Administration