0000315066-11-003168.txt : 20110310 0000315066-11-003168.hdr.sgml : 20110310 20110310093636 ACCESSION NUMBER: 0000315066-11-003168 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110310 DATE AS OF CHANGE: 20110310 SUBJECT COMPANY: 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: 1201 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-59149 FILM NUMBER: 11676956 BUSINESS ADDRESS: STREET 1: 8720 STONY POINT PARKWAY STREET 2: SUITE 200 CITY: RICHMOND STATE: VA ZIP: 23235 BUSINESS PHONE: 804-565-3000 MAIL ADDRESS: STREET 1: 8720 STONY POINT PARKWAY STREET 2: SUITE 200 CITY: RICHMOND STATE: VA ZIP: 23235 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR LLC CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 061209781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FMR CORP DATE OF NAME CHANGE: 19920717 SC 13G 1 filing.txt DOC ONE SCHEDULE 13G Amendment No. 0 Insmed Incorporated Common Stock Cusip #457669208 Cusip #457669208 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 1,599,487 Item 6: 0 Item 7: 1,599,487 Item 8: 0 Item 9: 1,599,487 Item 11: 6.935% Item 12: HC Cusip #457669208 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 1,599,487 Item 8: 0 Item 9: 1,599,487 Item 11: 6.935% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(c) Item 1(a). Name of Issuer: Insmed Incorporated Item 1(b). Name of Issuer's Principal Executive Offices: 8720 Stony Point Parkway Suite 200 Richmond, VA 23235 USA Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 457669208 Item 3. This statement is filed pursuant to Rule 13d-1(c) Item 4. Ownership (a) Amount Beneficially Owned: 1,599,487 (b) Percent of Class: 6.935% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,599,487 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,599,487 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Insmed Incorporated. The interest of one person, Beacon Bioventures Limited Partnership, a Delaware limited partnership, in the Common Stock of Insmed Incorporated, amounted to 1,588,720 shares or 6.889% of the total outstanding Common Stock at March 01, 2011 (adjusted to reflect the 1-for-10 reverse stock split effective as of the close of business on March 2, 2011). Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 09, 2011 Date /s/ Scott C. Goebel Signature Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008 by and on behalf of FMR LLC and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(c) Beacon Bioventures Limited Partnership and Beacon Bioventures Principals Limited Partnership, 82 Devonshire Street, Boston, MA 02109, each a Delaware limited partnership, are the beneficial owners of 1,588,720 shares and 10,767 shares, respectively, or 6.889% and 0.047% respectively, of the Common Stock outstanding. Beacon Bioventures Advisors Limited Partnership is the general partner of Beacon Bioventures Limited Partnership and Beacon Bioventures Principals Limited Partnership. The general partner of Beacon Bioventures Advisors Limited Partnership is Fidelity Biosciences Corp., a wholly-owned subsidiary of FMR LLC. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(c) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on March 09, 2011, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Insmed Incorporated at March 01, 2011 (adjusted to reflect the 1- for-10 reverse stock split effective as of the close of business on March 2, 2011). FMR LLC By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of FMR LLC and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of Edward C. Johnson 3d