Insmed Incorporated
INSMED Inc (Form: 4, Received: 09/07/2017 17:42:54)
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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

SHAROKY MELVIN MD
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)
(Last)          (First)          (Middle)

10 FINDERNE AVENUE, BUILDING 10
3. Date of Earliest Transaction (MM/DD/YYYY)

9/5/2017
(Street)

BRIDGEWATER, NJ 08807
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/5/2017     S (1)    8466   D $29.00   (2) 267262   (7) D  
 
Common Stock   9/5/2017     S (1)    12128   D $28.69   (3) 255134   D  
 
Common Stock   9/5/2017     S (1)    4406   D $29.35   (4) 250728   D  
 
Common Stock   9/6/2017     S (1)    8792   D $26.07   (5) 241936   D  
 
Common Stock   9/6/2017     S (1)    16208   D $25.71   (6) 225728   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  The sales reported in this Form 4 were 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.
(2)  The price in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.84 to $29.20, inclusive.
(3)  The price in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.56 to $28.82, inclusive.
(4)  The price in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.21 to $29.50, inclusive.
(5)  The price in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.89 to $26.40, inclusive.
(6)  The price in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.50 to $25.88, inclusive.
(7)  The number of shares reflected here excludes 443 shares previously reported for which Dr. Sharoky does not have beneficial ownership.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHAROKY MELVIN MD
10 FINDERNE AVENUE
BUILDING 10
BRIDGEWATER, NJ 08807
X



Signatures
/s/ Melvin Sharoky, by Christine Pellizzari as Attorney-in-fact 9/7/2017
** 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 control 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.





      MELVIN SHAROKY, M.D.





      By: ___________________________







Subscribed and sworn to before me this

_____ day of _____________, 2013.





________________________________