SEC Form 4
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*
Smith Michael Alexander

(Last) (First) (Middle)
700 US HIGHWAY 202/206

(Street)
BRIDGEWATER NJ 08807

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INSMED Inc [ INSM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel, Senior VP
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2021
4. 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 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 07/08/2021 A 6,722(1) A (2) 29,228 D
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 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) $27.89 07/08/2021 A 32,550 (3) 07/08/2031 Common Stock 32,550 $0 32,550 D
Explanation of Responses:
1. Represents Restricted Stock Units, each representing a contingent right to receive one share of Common Stock, granted pursuant to the Company's 2019 Incentive Plan. The Restricted Stock Units vest and become available as follows: twenty five (25%) percent on each anniversary of the date of grant through the fourth anniversary date of the grant.
2. Each Restricted Stock Unit was received as a grant on July 8, 2021, for no consideration.
3. In connection with the appointment of Mr. Smith as the Company's General Counsel, Senior Vice President, the Company granted Mr. Smith an option to purchase a total of 32,550 shares of the Company's common stock under the Company's 2019 Incentive Plan. The option becomes exercisable based on the following vesting schedule: twenty-five percent (25%) vest on the first anniversary of the date of grant and twelve and one-half percent (12.5%) vest on each six month anniversary date thereafter through the fourth anniversary of the date of grant, subject to Mr. Smith's continued employment with the Company on each vesting date.
/s/ Michael Alexander Smith 07/09/2021
** 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.
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