William Lewis Form 4 INSMED / William Lewis ownership change

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^*

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 & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2020

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)

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)	$3.4	12/30/2020		G⁽¹⁾	V		30,630	⁽²⁾	09/10/2022	Common Stock	30,360	$0	150,000	D
Stock Option (right to buy)	$3.4	12/30/2020		G⁽¹⁾	V	30,630		⁽²⁾	09/10/2022	Common Stock	30,630	$0	30,630	I	By ARTICLE 4 TRUST UNDER WILLIAM LEWIS FAMILY LEGACY TRUST U/A 11/1/2020
Stock Option (right to buy)	$4.55	12/30/2020		G⁽¹⁾	V		186,170	⁽²⁾	09/28/2022	Common Stock	186,170	$0	0	D
Stock Option (right to buy)	$4.55	12/30/2020		G⁽¹⁾	V	186,170		⁽²⁾	09/28/2022	Common Stock	186,170	$0	186,170	I	By ARTICLE 4 TRUST UNDER WILLIAM LEWIS FAMILY LEGACY TRUST U/A 11/1/2020
Stock Option (right to buy)	$14.24	12/30/2020		G⁽¹⁾	V		55,500	⁽²⁾	10/31/2023	Common Stock	55,500	$0	180,456	D
Stock Option (right to buy)	$14.24	12/30/2020		G⁽¹⁾	V	55,500		⁽²⁾	10/31/2023	Common Stock	55,500	$0	55,500	I	By ARTICLE 4 TRUST UNDER WILLIAM LEWIS FAMILY LEGACY TRUST U/A 11/1/2020
Stock Option (right to buy)	$12.58	12/30/2020		G⁽¹⁾	V		50,000	⁽²⁾	06/02/2024	Common Stock	50,000	$0	0	D
Stock Option (right to buy)	$12.58	12/30/2020		G⁽¹⁾	V	50,000		⁽²⁾	06/02/2024	Common Stock	50,000	$0	50,000	I	By ARTICLE 4 TRUST UNDER WILLIAM LEWIS FAMILY LEGACY TRUST U/A 11/1/2020
Stock Option (right to buy)	$13.67	12/30/2020		G⁽¹⁾	V		175,530	⁽³⁾	01/05/2027	Common Stock	175,530	$0	0	D
Stock Option (right to buy)	$13.67	12/30/2020		G⁽¹⁾	V	175,530		⁽³⁾	01/05/2027	Common Stock	175,530	$0	175,530	I	By ARTICLE 4 TRUST UNDER WILLIAM LEWIS FAMILY LEGACY TRUST U/A 11/1/2020
Stock Option (right to buy)	$12.44	12/30/2020		G⁽⁴⁾	V		83,334	⁽⁵⁾	05/23/2023	Common Stock	83,334	$0	0	D
Stock Option (right to buy)	$12.44	12/30/2020		G⁽⁴⁾	V	83,334		⁽⁵⁾	05/23/2023	Common Stock	83,334	$0	83,334	I	By spouse
Stock Option (right to buy)	$12.44	01/04/2021		J⁽⁶⁾			83,334	⁽⁵⁾	05/23/2023	Common Stock	83,334	$0	0	I	By spouse
Stock Option (right to buy)	$12.44							⁽⁵⁾	05/23/2023	Common Stock	83,334		83,334⁽⁶⁾	I	By ARTICLE 4 TRUST UNDER KATIE PROCTER DYNASTY TRUST
Stock Option (right to buy)	$12.44	12/30/2020		G⁽⁴⁾	V		83,333	⁽⁵⁾	05/23/2023	Common Stock	83,333	$0	0	D
Stock Option (right to buy)	$12.44	12/30/2020		G⁽⁴⁾	V	83,333		⁽⁵⁾	05/23/2023	Common Stock	83,333	$0	83,333	I	By spouse
Stock Option (right to buy)	$12.44	01/04/2021		J⁽⁶⁾			83,333	⁽⁵⁾	05/23/2023	Common Stock	83,333	$0	0	I	By spouse
Stock Option (right to buy)	$12.44							⁽⁵⁾	05/23/2023	Common Stock	83,333		83,333⁽⁶⁾	I	By ARTICLE 4 TRUST UNDER KATIE PROCTER DYNASTY TRUST
Stock Option (right to buy)	$12.44	12/30/2020		G⁽⁴⁾	V		67,257	⁽²⁾	05/23/2023	Common Stock	67,257	$0	0	D
Stock Option (right to buy)	$12.44	12/30/2020		G⁽⁴⁾	V	67,257		⁽²⁾	05/23/2023	Common Stock	67,257	$0	67,257	I	By spouse
Stock Option (right to buy)	$12.44	01/04/2021		J⁽⁶⁾			67,257	⁽²⁾	05/23/2023	Common Stock	67,257	$0	0	I	By spouse
Stock Option (right to buy)	$12.44							⁽²⁾	05/23/2023	Common Stock	67,257		67,257⁽⁶⁾	I	By ARTICLE 4 TRUST UNDER KATIE PROCTER DYNASTY TRUST
Stock Option (right to buy)	$14.24	12/30/2020		G⁽⁴⁾	V		57,000	⁽²⁾	10/31/2023	Common Stock	57,000	$0	123,456	D
Stock Option (right to buy)	$14.24	12/30/2020		G⁽⁴⁾	V	57,000		⁽²⁾	10/31/2023	Common Stock	57,000	$0	57,000	I	By spouse
Stock Option (right to buy)	$14.24	01/04/2021		J⁽⁶⁾			57,000	⁽²⁾	10/31/2023	Common Stock	57,000	$0	0	I	By spouse
Stock Option (right to buy)	$14.24							⁽²⁾	10/31/2023	Common Stock	57,000		57,000⁽⁶⁾	I	By ARTICLE 4 TRUST UNDER KATIE PROCTER DYNASTY TRUST
Stock Option (right to buy)	$10.85	12/30/2020		G⁽⁴⁾	V		245,950	⁽²⁾	05/19/2026	Common Stock	245,950	$0	0	D
Stock Option (right to buy)	$10.85	12/30/2020		G⁽⁴⁾	V	245,950		⁽²⁾	05/19/2026	Common Stock	245,950	$0	245,950	I	By spouse
Stock Option (right to buy)	$10.85	01/04/2021		J⁽⁶⁾			245,950	⁽²⁾	05/19/2026	Common Stock	245,950	$0	0	I	By spouse
Stock Option (right to buy)	$10.85							⁽²⁾	05/19/2026	Common Stock	245,950		245,950⁽⁶⁾	I	By ARTICLE 4 TRUST UNDER KATIE PROCTER DYNASTY TRUST

Explanation of Responses:

1. The reported transactions involve the reporting person's transfer of options to a family trust, ARTICLE 4 TRUST UNDER WILLIAM LEWIS FAMILY LEGACY TRUST U/A 11/1/2020. Members of the reporting person's immediate family are the sole beneficiaries of the trust.

2. The options became exercisable based on the following vesting schedule: twenty five percent (25%) vested on the first anniversary of the grant date and an additional twelve and one half percent (12.5%) vested on each sixth month anniversary date thereafter through the fourth anniversary of the date of grant. All options are currently exercisable.

3. The options were granted on January 9, 2017 and become exercisable based on the following vesting schedule: twenty five percent (25%) vested on the first anniversary of the grant date and an additional twelve and one half percent (12.5%) vest on each sixth month anniversary date thereafter through the fourth anniversary of the date of grant.

4. The reported transactions involve a gift of securities by the reporting person to his spouse.

5. These options became exercisable upon the achievement of certain performance criteria.

6. The reported transactions involve transfers of options from the reporting person's spouse to a family trust, ARTICLE 4 TRUST UNDER KATIE PROCTER DYNASTY TRUST, of which the reporting person is a trustee. The reporting person and members of the reporting person's immediate family are the sole beneficiaries of the trust.

	/s/ William H. Lewis, by Christine Pellizzari as Attorney in Fact	01/06/2021
	** 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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William Lewis Form 4INSMED / William Lewis ownership change