-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IvkOsMlyio4WGxT0eo6XmELeNYvrywX2k/fgzRFFRCY7yjxLPguUm6CVDAeaUzcg QXcK/qfTL4Q6uJruzZAI4g== 0001140361-04-001889.txt : 20040315 0001140361-04-001889.hdr.sgml : 20040315 20040315142810 ACCESSION NUMBER: 0001140361-04-001889 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040304 FILED AS OF DATE: 20040315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOMMER ANDREAS CENTRAL INDEX KEY: 0001282988 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30739 FILM NUMBER: 04668982 MAIL ADDRESS: STREET 1: P.O. BOX 2400 CITY: GLEN ALLEN STATE: VA ZIP: 23058 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INSMED INC CENTRAL INDEX KEY: 0001104506 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 541972729 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 E LEIGH ST STREET 2: SUITE 206 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8088286893 3 1 doc1.xml FORM 3 X0201 3 2004-03-04 0 0001104506 INSMED INC INSM 0001282988 SOMMER ANDREAS C/O INSMED INCORPORATED 4851 LAKE BROOK DRIVE GLEN ALLEN VA 23060 0 1 0 0 Chief Scientific Officer Common Stock 6601 D Employee Stock Option (right to buy) 10.50 2010-06-10 Common Stock 18750 D Employee Stock Option (right to buy) 10.252 2010-06-10 Common Stock 25000 D Employee Stock Option (right to buy) 8.252 2010-06-10 Common Stock 17500 D Employee Stock Option (right to buy) 10.00 2010-06-10 Common Stock 8750 D Employee Stock Option (right to buy) 4.00 2010-06-10 Common Stock 31250 D Employee Stock Option (right to buy) 10.00 2010-06-10 Common Stock 5625 D Employee Stock Option (right to buy) 11.50 2010-06-10 Common Stock 17500 D Employee Stock Option (right to buy) 5.00 2010-06-10 Common Stock 18125 D Employee Stock Option (right to buy) 4.08 2008-08-10 Common Stock 100000 D Employee Stock Option (right to buy) 4.08 2008-08-10 Common Stock 100000 D Employee Stock Option (right to buy) 2010-02-14 Common Stock 50000 D Employee Stock Option (right to buy) 2012-02-14 Common Stock 50000 D The option is currently exercisable with respect to all shares. These options are non-qualifed options that were granted to replace the reporting person's Celtrix options that were in place prior to the merger with Insmed. As of March 10, 2004, the option was exercisable for 64,582 shares, and the remaining 35,418 shares vest in monthly installments of 2,083.33 shares commencing on April 10, 2004. One-half of the shares subject to this option will vest when the Company files a New Drug Application (NDA) and the remaining one-half will vest when the FDA approves the NDA; provided that, if not sooner vested, the option will vest at the end of five (5) years from the Date of Grant (August 10, 2001). As of March 14, 2004, the option was exercisable for 13,539 shares, and the remaining 36,461 shares vest in monthly installments of 1,041.67 shares commencing on April 14, 2004. The exercise price of one-half of the shares of Common Stock underlying the option is $1.00 per share and the exercise price of the other half of the shares underlying the option is $1.50 per share, so that as any portion of the option vests, one half of the shares then vesting will have an exercise price of $1.00 per share and the other half of the shares then vesting will have an exercise price of $1.50 per share. 16,667 of the shares subject to this option will vest if the Company submits a NDA for SomatoKine or IGF-1 in Europe or the US by the end of Q2 2004, effective upon the date the NDA is submitted; 16,667 shares will vest when the moving annual total of revenues (from any combination of product sales, partnerships, cost recoveries or royalties) reaches $1 million, effective as of the date such figures are compiled by the Company?s Principal Financial Officer and confirmed by external auditors; and 16,666 shares will vest when a NDA is approved for SomatoKine or IGF-1 in Europe or the US, effective on the date such approval is received; provided that, if not sooner vested, these milestone-based options will vest seven (7) years after the Date of Grant (February 14, 2003) and further provided that if the current strategy changes then the performance parameters will be re-aligned. /s/ Kevin P. Tully, CGA, as Attorney-in-Fact 2004-03-15 EX-24.1 3 poa1.htm POWER OF ATTORNEY Unassociated Document
POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints each of Geoffrey Allan, Ph.D. and Kevin P. Tully, CGA, signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
(1)   execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Insmed Incorporated (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
 
(2)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sect ion 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of March, 2004.

 
/s/ Andreas Sommer, Ph.D.
Andreas Sommer, Ph.D.

 
     
 
 
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