Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nye Gordon E
  2. Issuer Name and Ticker or Trading Symbol
INSULET CORP [PODD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
100 LOWDER BROOK DRIVE, SUITE 2500
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2007
(Street)

WESTWOOD, MA 02090
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               73,856 I See Footnote (3)
Common Stock               2,284 I See Footnote (4)
Common Stock 05/18/2007   C   190,352 A (1) 190,352 (2) I See Footnote (5)
Common Stock 05/18/2007   C   190,352 A (1) 190,352 (2) I See Footnote (6)
Common Stock 05/18/2007   C   720,253 A (1) 720,253 (2) I See Footnote (7)
Common Stock 05/18/2007   C   1,087,730 A (1) 1,087,730 (2) I See Footnote (8)
Common Stock 05/18/2007   C   796,626 A (1) 796,626 (2) I See Footnote (9)
Common Stock 05/18/2007   C   627,537 A (1) 627,537 (2) I See Footnote (10)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 05/18/2007   C     500,000   (1)   (1) Common Stock 190,352 (2) $ 0 0 I See Footnote (5)
Series A Convertible Preferred Stock (1) 05/18/2007   C     500,000   (1)   (1) Common Stock 190,352 (2) $ 0 0 I See Footnote (6)
Series B Convertible Preferred Stock (1) 05/18/2007   C     1,891,892   (1)   (1) Common Stock 720,253 (2) $ 0 0 I See Footnote (7)
Series C Convertible Preferred Stock (1) 05/18/2007   C     2,857,143   (1)   (1) Common Stock 1,087,730 (2) $ 0 0 I See Footnote (8)
Series D Convertible Preferred Stock (1) 05/18/2007   C     2,092,500   (1)   (1) Common Stock 796,626 (2) $ 0 0 I See Footnoe (9)
Series E Convertible Preferred Stock (1) 05/18/2007   C     1,648,352   (1)   (1) Common Stock 627,537 (2) $ 0 0 I See Footnote (10)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Nye Gordon E
100 LOWDER BROOK DRIVE
SUITE 2500
WESTWOOD, MA 02090
    X    

Signatures

 /s/ Gordon E. Nye   05/18/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Each share of the Issuer's Series A, B, C, D, and E Convertible Preferred Stock, respectively, converted into the Issuer's common stock on a 1-for-.3807 basis and had no expiration date.
(2) Reflects a 1-for-2.6267 reverse split which became effective on May 18, 2007.
(3) The Reporting Person is affiliated with 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 is the beneficial owner of 78,856 shares of the Issuer's common stock. 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 shares in which the Reporting Person has no actual pecuniary interest therein.
(4) The Reporting Person is affiilated with 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-A is the beneficial owner of 2,284 shares of the Issuer's common stock. 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-A shares in which the Reporting Person has no actual pecuniary interest therein.
(5) The Reporting Person is affiliated with 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 184,606 and 5,746 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.
(6) The Reporting Person is affiliated with 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 184,606 and 5,746 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.
(7) The Reporting Person is affiliated with 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 698,509 and 21,744 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.
(8) The Reporting Person is affiliated with 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 1,054,881 and 32,849 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.
(9) The Reporting Person is affiliated with 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 773,365 and 23,261 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.
(10) The Reporting Person is affiliated with 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 609,213 and 18,324 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.

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