| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INSMED INC [ INSM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/28/2013 | M | 27,900 | A | (7) | 29,900 | D | |||
| Common Stock | 06/28/2013 | F | 10,393 | D | $11.96 | 19,507 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option-Right to Buy | $5.9 | 01/31/2012(1) | 01/31/2021(1) | Common Stock | 24,800 | 24,800 | D | ||||||||
| Restricted Stock Units | (2) | 06/27/2013 | M | 27,900 | (2) | (2) | Common Stock | 27,900 | $0 | 27,900 | D | ||||
| Stock Option-Right to Buy | $3.03 | 12/21/2012(3) | 12/21/2021(3) | Common Stock | 75,700 | 75,700 | D | ||||||||
| Stock Option-Right to Buy | $6.9 | 03/20/2014(4) | 03/20/2023 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option-Right to Buy | $6.9 | (5) | (5) | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Option-Right to Buy | $12.44 | 05/23/2013 | A | 50,000 | 05/23/2014(6) | 05/23/2023(6) | Common Stock | 50,000 | $0 | 50,000 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. The RSUs beneficially owned following the reported transaction vest on January 31, 2014. |
| 3. 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. |
| 4. 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. |
| 5. These options shall become exercisable upon the fulfillment of certain performance criteria. |
| 6. 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. |
| 7. Each Restricted Stock Unit (RSU) converts into one share of Common Stock. |
| /s/ Renu Gupta | 07/01/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||