INSMED Inc — Director's Dealing 2013

May 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSMED INC (INSM)
CIK: 0001104506
Period of Report: 2013-05-23

Reporting Person: GUPTA RENU (EVP & Chief Medical Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-23	Stock Option-Right to Buy	$12.44	A	50000	Acquired	2023-05-23	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option-Right to Buy	$5.90	2021-01-31	Common Stock (24800)	24800	Direct
Restricted Stock Units	$		Common Stock (55800)	55800	Direct
Stock Option-Right to Buy	$3.03	2021-12-21	Common Stock (75700)	75700	Direct
Stock Option-Right to Buy	$6.90	2023-03-20	Common Stock (50000)	50000	Direct
Stock Option-Right to Buy	$6.90		Common Stock (100000)	100000	Direct

Footnotes

F1: These options became or become exercisable with respect to 25% of the shares of common stock subject to this grant on January 31, 2012, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each sixth month anniversary of January 31, 2012 thereafter through January 31, 2015.

F2: One-half of these RSUs vest on January 31, 2014, and one-half of these RSUs vest upon the satisfaction of performance criteria.

F3: These options became or become exercisable with respect to 25% of the shares of common stock subject to this grant on December 21, 2012, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each sixth month anniversary of December 21, 2012 thereafter through December 21, 2015.

F4: These options become exercisable with respect to 25% of the shares of common stock subject to this grant on March 20, 2014, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each six month anniversary of March 20, 2014 thereafter through March 20, 2017.

F5: These options shall become exercisable upon the fulfillment of certain performance criteria.

F6: These options became or become exercisable with respect to 25% of the shares of common stock subject to this grant on May 23, 2014, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each sixth month anniversary of May 23, 2014 thereafter through May 23, 2017.