SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ) *
Insulet Corporation.
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(Name of Issuer)
Common Stock, par value $0.001
--------------------------------------------------------------------------------
(Title of Class of Securities)
45784P101
--------------------------------------------------------------------------------
(CUSIP Number)
March 13, 2009
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
(Page 1 of 15 Pages)
----------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 45784P101 13G Page 2 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Capital, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,360,000* (comprised of warrants to purchase shares of Common Stock held
by Deerfield Private Design Fund, L.P., Deerfield Private Design
International, L. P. and Deerfield Partners L.P.)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,360,000* (comprised of warrants to Purchase shares of Common Stock held
by Deerfield Private Design Fund, L.P., Deerfield Private Design
International, L. P. and Deerfield Partners L.P.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,360,000* (comprised of warrants to purchase shares of Common Stock held
by Deerfield Private Design Fund, L.P., Deerfield Private Design
International, L. P. and Deerfield Partners L.P.)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.98%*
12. TYPE OF REPORTING PERSON*
PN
* The provisions of warrants beneficially owned by the reporting person restrict
the exercise of such warrants to the extent that, upon such exercise, the number
of shares then beneficially owned by the holder and its affiliates and any other
person or entities with which such holder would constitute a Section 13(d)
"group" would exceed 9.98% of the total number of shares of the Issuer then
outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of
shares reported, the reporting person disclaims beneficial ownership of the
shares underlying such warrants to the extent beneficial ownership of such
shares would cause all reporting persons hereunder, in the aggregate, to exceed
the Ownership Cap.
CUSIP No. 45784P101 13G Page 3 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
234,975* (comprised of warrants to purchase shares of Common Stock)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
234,975* (comprised of warrants to purchase shares of Common Stock)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
234,975* (comprised of warrants to purchase shares of Common Stock)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.84%
12. TYPE OF REPORTING PERSON*
PN
* The provisions of warrants beneficially owned by the reporting person restrict
the exercise of such warrants to the extent that, upon such exercise, the number
of shares then beneficially owned by the holder and its affiliates and any other
person or entities with which such holder would constitute a Section 13(d)
"group" would exceed 9.98% of the total number of shares of the Issuer then
outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of
shares reported, the reporting person disclaims beneficial ownership of the
shares underlying such warrants to the extent beneficial ownership of such
shares would cause all reporting persons hereunder, in the aggregate, to exceed
the Ownership Cap.
CUSIP No. 45784P101 13G Page 4 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
390,000* (comprised of warrants to purchase shares of Common Stock held by
Deerfield International Limited)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
390,000* (comprised of warrants to purchase shares of Common Stock held by
Deerfield International Limited)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000* (comprised of warrants to purchase shares of Common Stock held by
Deerfield International Limited)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.39%*
12. TYPE OF REPORTING PERSON*
PN
* The provisions of warrants beneficially owned by such reporting person
restrict the exercise of such warrants to the extent that, upon such exercise,
the number of shares then beneficially owned by the holder and its affiliates
and any other person or entities with which such holder would constitute a
Section 13(d) "group" would exceed 9.98% of the total number of shares of the
Issuer then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the
number of shares reported, the reporting person disclaims beneficial ownership
of the shares underlying such warrants to the extent beneficial ownership of
such shares would cause all reporting persons hereunder, in the aggregate, to
exceed the Ownership Cap.
CUSIP No. 45784P101 13G Page 5 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield International Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
390,000* (comprised of warrants to purchase shares of Common Stock)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
390,000* (comprised of warrants to purchase shares of Common Stock)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000* (comprised of warrants to purchase shares of Common Stock)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.39%
12. TYPE OF REPORTING PERSON*
CO
* The provisions of warrants beneficially owned by such reporting person
restrict the exercise of such warrants to the extent that, upon such exercise,
the number of shares then beneficially owned by the holder and its affiliates
and any other person or entities with which such holder would constitute a
Section 13(d) "group" would exceed 9.98% of the total number of shares of the
Issuer then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the
number of shares reported, the reporting person disclaims beneficial ownership
of the shares underlying such warrants to the extent beneficial ownership of
such shares would cause all reporting persons hereunder, in the aggregate, to
exceed the Ownership Cap.
CUSIP No. 45784P101 13G Page 6 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,196,888* (comprised of warrants to purchase shares of common stock)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,196,888* (comprised of warrants to purchase shares of common stock)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,196,888* (comprised of warrants to purchase shares of common stock)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.12%*
12. TYPE OF REPORTING PERSON*
CO
* The provisions of warrants beneficially owned by the reporting person restrict
the exercise of such warrants to the extent that, upon such exercise, the number
of shares then beneficially owned by the holder and its affiliates and any other
person or entities with which such holder would constitute a Section 13(d)
"group" would exceed 9.98% of the total number of shares of the Issuer then
outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of
shares reported, the reporting person disclaims beneficial ownership of the
shares underlying such warrants to the extent beneficial ownership of such
shares would cause all reporting persons hereunder, in the aggregate, to exceed
the Ownership Cap.
CUSIP No. 45784P101 13G Page 7 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design International, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,928,137* (comprised of warrants to purchase shares of common stock)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,928,137* (comprised of warrants to purchase shares of common stock)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,137* (comprised of warrants to purchase shares of common stock)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.48%*
12. TYPE OF REPORTING PERSON*
CO
* The provisions of warrants beneficially owned by the reporting person restrict
the exercise of such warrants to the extent that, upon such exercise, the number
of shares then beneficially owned by the holder and its affiliates and any other
person or entities with which such holder would constitute a Section 13(d)
"group" would exceed 9.98% of the total number of shares of the Issuer then
outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of
shares reported, the reporting person disclaims beneficial ownership of the
shares underlying such warrants to the extent beneficial ownership of such
shares would cause all reporting persons hereunder, in the aggregate, to exceed
the Ownership Cap.
CUSIP No. 45784P101 13G Page 8 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
3,750,000*
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
3,750,000*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,000*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.98%*
12. TYPE OF REPORTING PERSON*
IN
* Comprised of warrants held by Deerfield Partners, L.P., Deerfield
International Ltd., Deerfield Private Design Fund, L.P. and Deerfield Private
Design International, L.P. The provisions of such warrants restrict the exercise
of such warrants to the extent that, upon such exercise, the number of shares
that are beneficially owned by such holder and its affiliates and any other
persons or entities which with which such holder would constitute a Section
13(d) "group", would exceed 9.98% of the total number of shares of the Issuer's
total outstanding. Accordingly, notwithstanding the number of shares reported,
the reporting person disclaims beneficial ownership of the shares underlying
such warrants to the extent beneficial ownership of such shares would cause all
reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.
Page 9 of 15 Pages
CUSIP No. 45784P101
---------------------
Item 1(a). Name of Issuer:
Insulet Corporation
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Item 1(b). Address of Issuer's Principal Executive Offices:
9 Oak Park Drive
Bedford, Massachusetts 01732
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Item 2(a). Name of Person Filing:
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P.,
Deerfield Management Company, L.P., Deerfield International Limited,
Deerfield Private Design Fund, L.P. and Deerfield Private Design
International, L.P.
--------------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if None, Residence:
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P.,
Deerfield Management Company, L.P., Deerfield Private Design Fund,
L.P., Deerfield Private Design International, L.P., 780 Third
Avenue, 37th Floor, New York, NY 10017; Deerfield International
Limited c/o Bisys Management, Bison Court, Columbus Centre, P.O. Box
3460, Road Town, Tortola, British Virgin Islands
--------------------------------------------------------------------
Item 2(c). Citizenship:
Mr. Flynn - United States citizen
Deerfield Capital, L.P., Deerfield Partners, L.P.,
Deerfield Private Design Fund, L.P.- Delaware limited partnership
Deerfield Management Company, L.P. - New York limited partnership
Deerfield International Limited British Virgin Islands corporation
Deerfield Private Design International, L.P. - British Virgin
Islands limited partnership
--------------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001
--------------------------------------------------------------------
Item 2(e). CUSIP Number:
45784P101
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Exchange
Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) |_| Investment company registered under Section 8 of the Investment
Company Act.
(e) |_| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
Page 10 of 15 Pages
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Deerfield Capital, L.P. - 3,360,000 shares (1)(2)
Deerfield Partners, L.P. - 234,975 (2) (comprised of warrants)
Deerfield Management Company, L.P. - 390,000 shares (2)(3)
Deerfield International Limited - 390,000 (2) (comprised of warrants)
Deerfield Private Design Fund, L.P. - 1,186,888 (2) (comprised of
warrants)
Deerfield Private Design International, L.P. 1,928,137 (2) (comprised
of warrants)
James E. Flynn - 3,750,000 (2)(4)
-----------------------------------------------------------------------
(b) Percent of class:
Deerfield Capital, L.P. - 9.98%(1)(2)
Deerfield Partners, L.P. - 0.84% (2)
Deerfield Management Company, L.P. - 1.39% (2)(3)
Deerfield International Limited - 1.39% (2)
Deerfield Private Design Fund, L.P. - 4.12%(2)
Deerfield Private Design International, L.P. - 6.48% (2)
James E. Flynn - 9.98% (2)(4)
-----------------------------------------------------------------------
(1) Comprised of warrants held by Deerfield Partners, L.P., Deerfield Private
Design Fund, L.P. and Deerfield Private Design International L.P.
(2) The provisions of warrants beneficially owned by the reporting person
restrict the exercise of such warrants to the extent that, upon such exercise,
the number of shares then beneficially owned by the holder and its affiliates
and any other person or entities with which such holder would constitute a
Section 13(d) "group" would exceed 9.98% of the total number of shares of the
Issuer then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the
number of shares reported, the reporting person disclaims beneficial ownership
of the shares underlying such warrants to the extent beneficial ownership of
such shares would cause all reporting persons hereunder, in the aggregate to
exceed the Ownership Cap.
(3)Comprised of warrants held by Deerfield International Limited.
(4) Comprised of warrants held by Deerfield Partners, L.P., Deerfield
International Limited, Deerfield Private Design Fund, L.P. and Deerfield Private
Design International, L.P.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
All Reporting
Persons - 0
(ii) Shared power to vote or to direct the vote
--------------------------
Deerfield Capital,
L.P. - 3,360,000 (1)(2)
Deerfield Partners,
L.P. - 234,975(2)
Deerfield Special
Situations Fund,
Deerfield
Management Company,
L.P. - 390,000 (2)(3)
Deerfield International
Limited - 390,000 (2)
Deerfield Private Design
Fund, L.P. - 1,186,888 (2)
Deerfield Private Design
International, L.P. -
1,928,137 (2)
James E. Flynn -
3,750,000 (2)(4)
--------------------------
Page 11 of 15 Pages
(iii) Sole power to dispose or to direct the disposition of
All Reporting
Persons - 0
(iv) Shared power to dispose or to direct the disposition of
--------------------------
Deerfield Capital,
L.P. - 3,360,000 (1)(2)
Deerfield Partners,
L.P. - 234,975
Deerfield
Management Company,
L.P. - 390,000 (2)(3)
Deerfield International
Limited - 390,000 (2)
Deerfield Private Design
Fund, L.P. - 1,186,888 (2)
Deerfield Private Design
International, L.P. -
1,928,137 (2)
James E. Flynn -
3,750,000 (2)(4)
--------------------------
(1) Comprised of warrants held by Deerfield Partners, L.P., Deerfield Private
Design Fund, L.P. and Deerfield Private Design International L.P.
(2) The provisions of warrants beneficially owned by the reporting person
restrict the exercise of such warrants to the extent that, upon such exercise,
the number of shares then beneficially owned by the holder and its affiliates
and any other person or entities with which such holder would constitute a
Section 13(d) "group" would exceed 9.98% of the total number of shares of the
Issuer then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the
number of shares reported, the reporting person disclaims beneficial ownership
of the shares underlying such warrants to the extent beneficial ownership of
such shares would cause all reporting persons hereunder, in the aggregate to
exceed the Ownership Cap.
(3)Comprised of warrants held by Deerfield International Limited.
(4) Comprised of warrants held by Deerfield Partners, L.P., Deerfield
International Limited, Deerfield Private Design Fund, L.P. and Deerfield Private
Design International, L.P.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following |_|.
-----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
-----------------------------------------------------------------------
Page 12 of 15 Pages
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
-----------------------------------------------------------------------
Page 13 of 15 Pages
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
See Exhibit B
-----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
"By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose or effect."
Page 14 of 15 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DEERFIELD CAPITAL, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Capital, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND, L.P.
By: Deerfield Capital, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
By: Deerfield Capital, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
Page 15 of 15 Pages
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
DEERFIELD INTERNATIONAL LIMITED
By: Deerfield Management Company
By: Flynn Management LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
JAMES E. FLYNN
/s/ Darren Levine
--------------------------------------------
Darren Levine, Attorney-In-Fact
Date: March 23, 2009
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C (1). Power of Attorney.
(1) Previously filed as Exhibit 24 to a Form 4 with regard to Dynavax
Technologies Corporation filed with the Securities and Commission on July 20,
2007 by Deerfield Capital L.P.; Deerfield Partners, L.P.; Deerfield Management
Company, L.P.; Deerfield International Limited; Deerfield Special Situations
Fund, L.P.; Deerfield Special Situations Fund International Limited; Deerfield
Private Design Fund, L.P.; Deerfield Private Design International, L.P. and
James E. Flynn.
Exhibit A
Agreement
The undersigned agree that this Schedule 13G, and all amendments thereto,
relating to the Common Stock of Insulet Corporation shall be filed on behalf of
the undersigned.
DEERFIELD CAPITAL, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Capital, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND, L.P.
By: Deerfield Capital, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
By: Deerfield Capital, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC
General Partner
By: /s/ Darren Levine
---------------------------------------
Darren Levine, Attorney-In-Fact
DEERFIELD INTERNATIONAL LIMITED
By: Deerfield Management Company
By: Flynn Management LLC,
General Partner
By: /s/ Darren Levine
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Darren Levine, Attorney-In-Fact
JAMES E. FLYNN
/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
Exhibit B
Due to the relationships between them, the reporting persons hereunder may
be deemed to constitute a "group" with one another for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934.