Insmed Inc.

01/03/2025 | Press release | Distributed by Public on 01/03/2025 17:52

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lewis William
2. Issuer Name and Ticker or Trading Symbol
INSMED Inc [INSM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chair and CEO
(Last) (First) (Middle)
700 US HIGHWAY 202/206 		3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025
(Street)
BRIDGEWATER, NJ 08807 		4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 01/02/2025 M(1) 18,750 A $22.76 403,710 D
Common Stock 01/02/2025 S(1) 18,750 D $69.84(2) 384,960 D
Common Stock 01/02/2025 M(1) 6,830 A $10.85 240,754 I By the Katie Procter Dynasty Trust
Common Stock 01/02/2025 S(1) 6,830 D $69.86(3) 233,924 I By the Katie Procter Dynasty Trust
Common Stock 50,500 I By the William Lewis Family Legacy Trust
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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) $22.76 01/02/2025 M(1) 18,750 (4) 05/21/2025 Common Stock 18,750 $ 0 93,750 D
Stock Option (right to buy) $10.85 01/02/2025 M(1) 6,830 (4) 05/19/2026 Common Stock 6,830 $ 0 225,460 I By the Katie Procter Dynasty Trust

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lewis William
700 US HIGHWAY 202/206
BRIDGEWATER, NJ 08807 		X Chair and CEO

Signatures

/s/ William Lewis, by Michael A. Smith as Attorney-in-fact 01/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
(2) This is the weighted average sales price representing 18,750 shares sold at prices ranging from $69.45 to $70.37 per share. The reporting person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer the number of shares sold at each price within the price range upon request.
(3) This is the weighted average sales price representing 6,830 shares sold at prices ranging from $69.48 to $70.37 per share. The reporting person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer the number of shares sold at each price within the price range upon request.
(4) The options became exercisable based on the following vesting schedule: 25% vested on the first anniversary of the grant date and an additional 12.5% vested on each sixth month anniversary date thereafter through the fourth anniversary of the date of grant. All options are currently exercisable.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.