FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/14/2007 |
3. Issuer Name and Ticker or Trading Symbol
INSULET CORP [ PODD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 73,856 | I | See Footnote(1) |
Common Stock | 2,284 | I | See Footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | 10/19/2000 | (2) | Common Stock | 500,000(2) | (2) | I | See Footnote(3) |
Series A Convertible Preferred Stock | 02/16/2001 | (2) | Common Stock | 500,000(2) | (2) | I | See Footnote(3) |
Series B Convertible Preferred Stock | 06/29/2001 | (2) | Common Stock | 1,891,892(2) | (2) | I | See Footnote(4) |
Series C Convertible Preferred Stock | 09/10/2002 | (2) | Common Stock | 2,857,143(2) | (2) | I | See Footnote(5) |
Series D Convertible Preferred Stock | 02/23/2004 | (2) | Common Stock | 2,092,500(2) | (2) | I | See Footnote(6) |
Series E Convertible Preferred Stock | 02/02/2006 | (2) | Common Stock | 1,648,352(2) | (2) | I | See Footnote(7) |
Explanation of Responses: |
1. The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of Prism Venture Partners III, L.P. ("PVP III") and the sole general partner of Prism Venture Partners III-A, L.P. ("PVP III-A"). PVP III and PVP III-A are the beneficial owners of 78,856 and 2,284 shares of the Issuer's common stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein. |
2. All shares of the Issuer's preferred stock is convertible into the Issuer's common stock on a 1-for-.3807 basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-2.6267 reverse stock split, to be effective upon the closing of the Issuer's initial public offering, pursuant to which each share preferred stock will automatically convert into common stock in accordance with such split. |
3. The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP and PVP III-A are the beneficial owners of an aggregate of 969,810 and 30,190 shares of the Issuer's Series A Convertible Preferred Stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein. |
4. The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 1,834,776 and 57,116 shares of the Issuer's Series B Convertible Preferred Stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein. |
5. The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 2,770,857 and 86,286 shares of the Issuer's Series C Convertible Preferred Stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein. |
6. The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each pf PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 2,031,399 and 61,101 shares of the Issuer's Series D Convertible Preferred Stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein. |
7. The Reporting Person is a member of Prism Venture Partners III, LLC, the sole general partner of Prism Investment Partners III, L.P., the sole general partner of each of PVP III and PVP III-A. PVP III and PVP III-A are the beneficial owners of 1,600,220 and 48,132 shares of the Issuer's Series E Convertible Preferred Stock, respectively. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP III and PVP III-A shares in which the Reporting Person has no actual pecuniary interest therein. |
Remarks: |
/s/ William M. Seifert | 05/14/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |