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INSMED Inc Director's Dealing 2013

May 28, 2013

30150_dirs_2013-05-28_d4b0a9be-e44b-4b5f-acfb-477995f4393a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Lewis William (President & CEO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-23 Stock Option-Right to Buy $12.44 A 83333 Acquired 2023-05-23 Common Stock (83333) Direct
2013-05-23 Stock Option-Right to Buy $12.44 A 166667 Acquired 2023-05-23 Common Stock (166667) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 34154 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

Footnotes

F1: These options shall 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.

F2: These options shall 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.

F3: These options shall 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.

F4: These options shall become exercisable upon the achievement of certain performance criteria.