Item 3.02 Unregistered Sales of Equity Securities.
Insulet Corporation (the "Company" or "Insulet") previously entered into
separate and privately negotiated agreements with certain holders (the
"Holders") of the Company's outstanding 1.375% Convertible Senior Notes due 2024
(the "Notes") pursuant to which the Company agreed to repurchase $370,374,000
aggregate principal amount of the Notes (each such transaction, a "Note
Repurchase Transaction") for consideration negotiated separately and privately
with each Holder comprised of cash and/or common stock of the Company, par value
$0.001 per share ("Common Stock"). The Note Repurchase Transactions closed on
June 15, 2021 pursuant to separate and privately negotiated agreements with the
Holders, and in connection therewith, the Company paid approximately
$459.7 million in cash and delivered 2,241,847 shares of Common Stock (the
"Exchange Shares") in the aggregate for all such Note Repurchase Transactions.
The Exchange Shares were issued pursuant to exemptions from registration under
the Securities Act of 1933, as amended (the "Securities Act"), including
Section 3(a)(9) of the Securities Act.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it constitute an offer
to sell, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. These securities have not been
registered under the Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in the United States or to U.S. persons
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state laws.
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