Sec Form 4 Filing - Lewis William @ INSMED Inc - 2020-12-30

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 Lewis William 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 (Last) (First) (Middle) 700 US HIGHWAY 202/206 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2020 (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

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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lewis William 700 US HIGHWAY 202/206 BRIDGEWATER, NJ08807 X Chair & CEO Signatures /s/ William H. Lewis, by Christine Pellizzari as Attorney in Fact 01/06/2021 Signature of Reporting Person Date

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.

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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