SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SOMMER ANDREAS

(Last)

(First)

(Middle)

C/O INSMED INCORPORATED

4851 LAKE BROOK DRIVE

(Street)

GLEN ALLEN

23060

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2004

3. Issuer Name and Ticker or Trading Symbol
INSMED INC [ INSM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,601	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	06/10/2010	Common Stock	18,750	$10.5	D
Employee Stock Option (right to buy)	⁽¹⁾	06/10/2010	Common Stock	25,000	$10.252	D
Employee Stock Option (right to buy)	⁽¹⁾	06/10/2010	Common Stock	17,500	$8.252	D
Employee Stock Option (right to buy)	⁽¹⁾	06/10/2010	Common Stock	8,750	$10	D
Employee Stock Option (right to buy)	⁽¹⁾	06/10/2010	Common Stock	31,250	$4	D
Employee Stock Option (right to buy)	⁽¹⁾	06/10/2010	Common Stock	5,625	$10	D
Employee Stock Option (right to buy)	⁽¹⁾	06/10/2010	Common Stock	17,500	$11.5	D
Employee Stock Option (right to buy)	⁽¹⁾	06/10/2010	Common Stock	18,125	$5	D
Employee Stock Option (right to buy)	⁽²⁾	08/10/2008	Common Stock	100,000	$4.08	D
Employee Stock Option (right to buy)	⁽³⁾	08/10/2008	Common Stock	100,000	$4.08	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/14/2010	Common Stock	50,000	⁽⁵⁾	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/14/2012	Common Stock	50,000	⁽⁵⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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).

4. 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.

5. 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.

6. 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.

Remarks:

	/s/ Kevin P. Tully, CGA, as Attorney-in-Fact	03/15/2004
	** 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 5 (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).
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