Statement of Changes in Beneficial Ownership (4)
November 15 2016 - 5:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Drechsler Andrew T
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2. Issuer Name
and
Ticker or Trading Symbol
INSMED Inc
[
INSM
]
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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
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(Last)
(First)
(Middle)
10 FINDERNE AVENUE, BUILDING 10
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/14/2016
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(Street)
BRIDGEWATER, NJ 08807
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/14/2016
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M
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20000
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A
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$6.65
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20000
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D
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Common Stock
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11/14/2016
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S
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20000
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D
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$14.67
(1)
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0
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D
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Common Stock
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11/14/2016
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M
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25000
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A
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$6.90
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25000
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D
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Common Stock
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11/14/2016
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S
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25000
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D
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$14.67
(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$6.65
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11/14/2016
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M
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20000
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(2)
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11/7/2022
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Common Stock
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20000
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$0
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94855
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D
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Stock Option
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$6.90
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11/14/2016
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M
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25000
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(3)
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3/20/2023
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Common Stock
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25000
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$0
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25000
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Drechsler Andrew T
10 FINDERNE AVENUE
BUILDING 10
BRIDGEWATER, NJ 08807
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Chief Financial Officer
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Signatures
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/s/ Andrew Drechsler, by Christine Pellizzari as Attorney-in-fact
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11/15/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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