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): February 22, 2010

INSULET CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33462	04-3523891
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On February 22, 2010, Insulet Corporation (the “Company”) received a letter from the Nasdaq Stock Market indicating that the Company failed to promptly issue a press release disclosing the material terms of two inducement grants issued in March and August 2009 to two executives at the time of their employment with Insulet. Therefore, the Company did not comply with Nasdaq Listing Rule 5635(a)(c)(4) (the “Rule”).

     Prior to the receipt of the Nasdaq letter, Insulet issued a press release on February 19, 2010 disclosing the material terms of the inducement grants to resolve this non-compliance. As a result, the Nasdaq letter also states that the Company has regained compliance with the Rule and that, upon issuance of the press release dated February 26, 2010 and incorporated into this Item 3.01 by reference, this matter is now closed. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated February 26, 2010.

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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
February 26, 2010	By:	/s/ Brian Roberts
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

Insulet Announces Receipt of NASDAQ Letter Concerning 2009
Inducement Grants

BEDFORD, MA, February 26, 2010 — Insulet Corporation (NASDAQ: PODD), the leader in tubing-free insulin pump technology with its OmniPod^® Insulin Management System, today announced that on February 22, 2010 Insulet received a letter from Nasdaq indicating that Insulet failed to promptly issue a press release disclosing the material terms of two inducement grants issued in March and August 2009 to two executives at the time of their employment with Insulet. Therefore, Insulet did not comply with Nasdaq Listing Rule 5635(a)(c)(4) (the “Rule”).

Prior to the receipt of the Nasdaq letter, Insulet issued a press release on February 19, 2010 disclosing the material terms of the inducement grants to resolve this non-compliance. As a result, the Nasdaq letter also states that Insulet has regained compliance with the Rule and this matter is now closed.

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.

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