Item 8.01 Other Events.

On May 12, 2020, Insulet Corporation, a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto (together, the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters 2,369,668 shares of its common stock, par value $0.001 per share (the "Common Stock"), at a public offering price of $211.00 per share of Common Stock, upon the terms and subject to the conditions set forth in the Underwriting Agreement (the "Offering"). The Offering closed on May 15, 2020.

Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable in whole or in part for 30 days, to purchase up to an additional 355,450 shares of Common Stock.

The Company will receive proceeds from the sale of shares of Common Stock in the Offering. The Company expects to use the net proceeds of the Offering for general corporate purposes.

For a description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The above description of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement so filed.

All shares of Common Stock offered in the Offering were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission (the "Commission") pursuant to a shelf registration statement on Form S-3 (File No. 333-238195) filed with the Commission on May 12, 2020. A copy of the legal opinion and consent relating to the Common Stock issued and sold in the Offering is attached as Exhibit 5.1 hereto.

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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit
  No.                                    Description

  1.1      Underwriting Agreement, dated as of May 12, 2020, by and among Insulet
           Corporation and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC,
           as representatives of the several underwriters named therein
  5.1      Opinion of Wachtell, Lipton, Rosen & Katz, regarding the legality of the
           shares of Common Stock offered
  23.1     Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1 of
           this Current Report on Form 8-K)
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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