Sec Form 4 Filing - Drechsler Andrew T @ INSMED Inc - 2016-11-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Drechsler Andrew T 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 Financial Officer (Last) (First) (Middle) 10 FINDERNE AVENUE, BUILDING 10 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2016 (Street) BRIDGEWATER, NJ08807 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/14/2016 M 20,000 A $ 6.65 20,000 D Common Stock 11/14/2016 S 20,000 D $ 14.67 ( 1 ) 0 D Common Stock 11/14/2016 M 25,000 A $ 6.9 25,000 D Common Stock 11/14/2016 S 25,000 D $ 14.67 ( 1 ) 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 $ 6.65 11/14/2016 M 20,000 ( 2 ) 11/07/2022 Common Stock 20,000 $ 0 94,855 D Stock Option $ 6.9 11/14/2016 M 25,000 ( 3 ) 03/20/2023 Common Stock 25,000 $ 0 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Drechsler Andrew T 10 FINDERNE AVENUE BUILDING 10 BRIDGEWATER, NJ08807 Chief Financial Officer Signatures /s/ Andrew Drechsler, by Christine Pellizzari as Attorney-in-fact 11/15/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price in column 4 is a weighted average price. The prices actually paid by the Reporting Person in these transactions range from $14.22 to $14.915. ( 2 )Stock options granted under the Company's 2000 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: twenty five percent (25%) 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. ( 3 )Stock Options granted under the Company's 2000 Stock Incentive Plan. On March 20, 2013, the Reporting Person was granted an option to purchase 50,000 shares of common stock. The option vests in two equal installments based upon the Company's satisfaction of two separate performance metrics. One such performance metric was met by the Company on February 26, 2015, resulting in vesting of the option as to 25,000 shares.

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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