What changed in this filing

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Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-26 · 35 added, 29 removed, 162 unchanged (28% of the section changed)

25 unchanged sentences

The following table sets forth information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2020.

Plan Category

Number of securities to be

Plan Category Number of securities to be

issued upon exercise of

1 unchanged sentence

warrants and rights

Weighted average

(a) Weighted average

exercise price of

1 unchanged sentence

warrants and rights

Number of securities

(b) Number of securities

remaining available for

3 unchanged sentences

Equity compensation plans approved by security holders (1)

966,052 $ 60.79 3,624,340 (2)

Equity compensation plans not approved by security holders (3)

(1) Includes our 2017 Stock Option and Incentive Plan and our Amended and Restated 2007 Stock Option and Incentive Plan.

112,436 $ 33.90 —

Total 1,078,488 $ 57.99 3,624,340

(1) Includes our 2017 Plan and our 2007 Plan.

Outstanding restricted stock units convert to common stock without the payment of consideration.

2 unchanged sentences

For more information relating to our equity compensation plans, see Note 14 to our consolidated financial statements.

(2) Includes 3,936,268 shares available for future issuance under our 2017 Stock Option and Incentive Plan.

(2) The shares available for future issuance are under our 2017 Plan, which includes shares related to awards outstanding under the 2007 Plan that are terminated by expiration, forfeiture or cancellation.

(3) Consists of the following inducement grants made to certain executive officers upon their initial hire by the Company:

one inducement grant of 499,468 shares of non-qualified stock option awards made to Patrick J.

• one inducement grant of 499,468 shares of non-qualified stock option awards made to the Company’s former CEO Patrick J.

Sullivan in September 2014 (439,468 of which have been exercised as of December 31, 2020);

one inducement grant of 79,936 non-qualified stock options made to Shacey Petrovic upon being hired by us in February 2015;

one inducement grant of 30,511 non-qualified stock options made to Michael Spears (17,161 of which have been exercised as of December 31, 2019) upon being hired by us in July 2015.

• one inducement grant of 79,936 non-qualified stock options made to Shacey Petrovic upon being hired by us in February 2015 (27,500 of which have been exercised as of December 31, 2020)

These non-qualified stock option awards were granted outside of our Amended and Restated 2007 Stock Option and Incentive Plan in compliance with Nasdaq Listing Rule 5635.

7 unchanged sentences

(3) Exhibit Index:

Number Description

3.1 Eighth Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-8 (No.

75 unchanged sentences

Kapples and Insulet Corporation, dated January 22, 2019 (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed May 3, 2019).

10.56*# Offer Letter between Dan Manea and Insulet Corporation, dated March 19, 2020.

10.57++# Second Amendment to Materials Supplier Agreement between Insulet Corporation and Flextronics Medical Sales and Marketing, Ltd, entered into on Dec ember 1 7 , 2020 and made effective as of October 1 , 2020 .

21.1# Subsidiaries of the Registrant

7 unchanged sentences

(i) the Consolidated Balance Sheets;

(ii) the Consolidated Statements of Operations;

(iii) the Consolidated Statements of Comprehensive Income (Loss);

(ii) the Consolidated Statements of Income;

(iii) the Consolidated Statements of Comprehensive Income;

(iv) the Consolidated Statements of Stockholders’ Equity;

1 unchanged sentence

+ Confidential treatment granted as to certain portions of this exhibit.

++ Certain portions of this exhibit are considered confidential and have been omitted as permitted under SEC rules and regulations.

* Management contract or compensation plan.

4 unchanged sentences

INSULET CORPORATION

February 25, 2020

/s/ Shacey Petrovic

February 23, 2021 /s/ Shacey Petrovic

Shacey Petrovic

1 unchanged sentence

(Principal Executive Officer)

February 25, 2020

/s/ Wayde McMillan

February 23, 2021 /s/ Wayde McMillan

Wayde McMillan

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities on February 23, 2021.

/s/ Shacey Petrovic

Chief Executive Officer

Shacey Petrovic

(Principal Executive Officer)

/s/ Wayde McMillan

Chief Financial Officer

Wayde McMillan

(Principal Financial Officer)

/s/ Lauren Budden

Chief Accounting Officer and Controller

Lauren Budden

(Principal Accounting Officer)

Signature Title

/s/ Shacey Petrovic Chief Executive Officer

Shacey Petrovic (Principal Executive Officer)

/s/ Wayde McMillan Chief Financial Officer

Wayde McMillan (Principal Financial Officer)

/s/ Lauren Budden Chief Accounting Officer and Controller

Lauren Budden (Principal Accounting Officer)

/s/ Sally Crawford

Sally Crawford

Sally Crawford Director

/s/ Wayne A.I.

Frederick, M.D.

Hollingshead Director

/s/ Jessica Hopfield

Jessica Hopfield

Jessica Hopfield Director

Lemoine Director

/s/ Michael R.

Minogue Director

/s/ Corinne H.

Nevinny Director

/s/ Timothy J.

Scannell Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures