INSMED Inc — Director's Dealing 2013

Nov 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSMED INC (INSM)
CIK: 0001104506
Period of Report: 2013-10-31

Reporting Person: Lewis William (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-01	Common Stock	P	5233	$14.28	Acquired	46972	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option-Right to Buy	$3.40	2022-09-10	Common Stock (708314)	708314	Direct
Stock Option-Right to Buy	$4.55	2022-09-28	Common Stock (186170)	186170	Direct
Stock Option-Right to Buy	$12.44	2023-05-23	Common Stock (83333)	83333	Direct
Stock Option-Right to Buy	$12.44	2023-05-23	Common Stock (166667)	166667	Direct
Stock Option-Right to Buy	$14.24	2013-10-31	Common Stock (250000)	250000	Direct

Footnotes

F1: Open market purchase pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.15 to $14.46, inclusive. The reporting person undertakes to provide to Insmed Incorporated, any security holder of Insmed Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F3: These options become exercisable with respect to 25% of the shares of common stock subject to this grant on September 10, 2013, 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 September 10, 2013 thereafter through September 10, 2016.

F4: These options become exercisable with respect to 25% of the shares of common stock subject to this grant on September 28, 2013, 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 September 28, 2013 thereafter through September 28, 2016.

F5: These options 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.

F6: These options become exercisable upon the achievement of certain performance criteria.

F7: These options become exercisable with respect to 25% of the shares of common stock subject to this grant on October 31, 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 October 31, 2014 thereafter through October 31, 2017.