Martina M.D. Flammer Form 4 INSMED / Martina M.D. Flammer 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^*

Flammer Martina M.D.

(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)
Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2025

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	01/07/2025		S(1)		3,344	D	$65.91(2)	102,766(3)	D
Common Stock	01/08/2025		S(1)		1,702	D	$66.16	101,064	D
Common Stock	01/08/2025		A		6,657(4)	A	(5)	107,721	D
Common Stock	01/10/2025		S(1)		1,371	D	$63.73	106,350	D
Common Stock	01/10/2025		S(6)		4,801	D	$63.62	101,549	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)	$65.72	01/08/2025		A		31,930		(7)	01/08/2035	Common Stock	31,930	$0	31,930	D

Explanation of Responses:

1. Shares sold to satisfy tax withholding obligations upon the vesting of Restricted Stock Units (RSUs) and to cover related broker fees.

2. This is the weighted average sales price representing 3,344 shares sold at prices ranging from $65.57 to $65.99 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. Due to a clerical error related to the reporting of shares previously withheld by the Company to satisfy tax obligations upon the vesting of RSUs, this number was previously overstated by 24 shares. This value reflects the adjustment, decreasing the amount beneficially owned by 24 shares.

4. Represents RSUs, each representing a contingent right to receive one share of Common Stock, granted pursuant to the Company's Amended and Restated 2019 Incentive Plan, as amended. The RSUs vest as follows: 25% on the first day of the first month following the first anniversary of the date of grant (the Initial Vesting Date) and 25% on each anniversary of the Initial Vesting Date until fully vested.

5. Each RSU was granted on January 8, 2025 for no consideration.

6. 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.

7. These stock options were granted under the Company's Amended and Restated 2019 Incentive Plan, as amended. The options become exercisable based on the following vesting schedule: 25% vest on the Initial Vesting Date and an additional 12.5% vest every six months thereafter until fully vested.

Remarks:

	/s/ Martina Flammer, M.D., by Michael A. Smith as Attorney-in-fact	01/10/2025
	** 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).
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