SEC FORM 4 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*
HAYDEN DONALD J JR

(Last) (First) (Middle)
10 FINDERNE AVENUE
BUILDING 10

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018
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 05/15/2018 A 6,066(1) A (2) 62,197 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
Explanation of Responses:
1. The Restricted Stock Units have a one year cliff vesting period, provided that the director (a) remains a member of the Board on such vesting date, and (b) attends at least 75% of the meetings of the Board which take place between the grant date and the first anniversary of the grant date. Vested shares are delivered within 30 days of vesting date.
2. Each Restricted Stock Unit was granted on May 15, 2018, and represents a contingent right to receive one share of Common Stock.
Remarks:
/s/ Donald J. Hayden Jr., by Christine Pellizzari as Attorney-in-fact 05/17/2018
** 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.
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 Number.
POWER OF ATTORNEY  



 Know all by these presents that the undersigned hereby constitutes and appoints Andrew 

Drechsler and Christine Pellizzari as the undersigned's true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and 

submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, 

including amendments thereto, and any other documents necessary or appropriate to 

obtain codes, passwords, and passphrases enabling the undersigned to make electronic 

filings with the SEC of reports required by the Securities Exchange Act of 1934 or any 

rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity as a 

beneficial owner of Insmed Incorporated (the "Company"), Forms 3, 4, and 5 in 

accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules 

thereunder and Schedules 13D and 13G in accordance with Section 13 of the Securities 

Exchange Act of 1934 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be 

necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedules 

13D or 13G, complete and execute any amendment or amendments
 thereto, and timely 

file such form with the SEC and any securities exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, 

in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or 

legally required by, the undersigned, it being understood that the documents executed 

by such attorney-in-fact on behalf of the undersigned pursuant to this Power of 

Attorney shall be in such form and shall contain such terms and conditions as such 

attorney-in-fact may approve in such attorney-in-fact's discretion.

 The undersigned hereby grants to the attorney-in-fact full power and authority to do and 

perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the 

exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the 

undersigned might or could do if personally present, with full power of substitution or 

revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-

fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of 

attorney and the rights and powers herein granted.  The undersigned also ratifies hereby any 

action previously taken by the attorney-in-fact that would have been authorized by this power of 

attorney if it has been in effect at the time such action was taken.  The undersigned 

acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the 

undersigned, is not assuming, nor is the Company assuming, any of the undersigned's 

responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

 This Power of Attorney shall remain in full force and effect until the undersigned is no 

longer required to file Forms 3, 4, and 5 and Schedules 13D and 13G with respect to the 

undersigned's holdings of and transactions in securities issued by the Company, unless earlier 

revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 

executed as of this ____ day of ____________________, 2013.





      DONALD HAYDEN



 

      By: ___________________________

      





Subscribed and sworn to before me this

_____ day of _____________, 2013.





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