Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lewis William

(Last)

(First)

(Middle)

700 US HIGHWAY 202/206

(Street)

BRIDGEWATER

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/12/2024		M⁽¹⁾		18,750	A	$22.76	403,710⁽²⁾	D
Common Stock	12/12/2024		S⁽¹⁾		11,504	D	$72.58⁽³⁾	392,206	D
Common Stock	12/12/2024		S⁽¹⁾		6,847	D	$73.56⁽⁴⁾	385,359	D
Common Stock	12/12/2024		S⁽¹⁾		399	D	$74.23⁽⁵⁾	384,960	D
Common Stock	12/12/2024		M⁽¹⁾		6,830	A	$10.85	240,754	I	By the Katie Procter Dynasty Trust
Common Stock	12/12/2024		S⁽¹⁾		4,087	D	$72.57⁽⁶⁾	236,667	I	By the Katie Procter Dynasty Trust
Common Stock	12/12/2024		S⁽¹⁾		2,562	D	$73.55⁽⁷⁾	234,105	I	By the Katie Procter Dynasty Trust
Common Stock	12/12/2024		S⁽¹⁾		181	D	$74.22⁽⁸⁾	233,924	I	By the Katie Procter Dynasty Trust
Common Stock								50,500	I	By the William Lewis Family Legacy TrustTrust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$22.76	12/12/2024		M⁽¹⁾			18,750	⁽⁹⁾	05/21/2025	Common Stock	18,750	$0	131,250	D
Stock Option (right to buy)	$10.85	12/12/2024		M⁽¹⁾			6,830	⁽⁹⁾	05/19/2026	Common Stock	6,830	$0	239,120	I	By the Katie Procter Dynasty Trust

Explanation of Responses:

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. Includes 835 shares acquired through the Company's 2018 Employee Stock Purchase Plan.

3. This is the weighted average sales price representing 11,504 shares sold at prices ranging from $72.05 to $73.05 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. This is the weighted average sales price representing 6,847 shares sold at prices ranging from $73.16 to $74.14 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.

5. This is the weighted average sales price representing 399 shares sold at prices ranging from $74.18 to $74.36 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.

6. This is the weighted average sales price representing 4,087 shares sold at prices ranging from $72.05 to $73.01 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.

7. This is the weighted average sales price representing 2,562 shares sold at prices ranging from $73.16 to $74.11 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.

8. This is the weighted average sales price representing 181 shares sold at prices ranging from $74.20 to $74.30 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.

9. 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.

Remarks:

	/s/ William Lewis, by Michael A. Smith as Attorney-in-fact	12/13/2024
	** 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.
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 Number.