Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GUPTA RENU
  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)
EVP & Chief Medical Officer
(Last)
(First)
(Middle)
C/O INSMED INC, 9 DEER PARK DRIVE, SUITE C
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2013
(Street)

MONMOUTH JUNCTION, NJ 08852
4. If Amendment, Date 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
(City)
(State)
(Zip)
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               2,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 $ 5.9             01/31/2012(1) 01/31/2021(1) Common Stock 24,800   24,800 D  
Restricted Stock Units (2)               (2)   (2) Common Stock 55,800   55,800 D  
Stock Option-Right to Buy $ 3.03             12/21/2012(3) 12/21/2021(3) Common Stock 75,700   75,700 D  
Stock Option-Right to Buy $ 6.9             03/20/2014(4) 03/20/2023 Common Stock 50,000   50,000 D  
Stock Option-Right to Buy $ 6.9               (5)   (5) Common Stock 100,000   100,000 D  
Stock Option-Right to Buy $ 12.44 05/23/2013   A   50,000   05/23/2014(6) 05/23/2023(6) Common Stock 50,000 $ 0 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GUPTA RENU
C/O INSMED INC
9 DEER PARK DRIVE, SUITE C
MONMOUTH JUNCTION, NJ 08852
      EVP & Chief Medical Officer  

Signatures

 /s/ Renu Gupta   05/28/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These options became or become exercisable with respect to 25% of the shares of common stock subject to this grant on January 31, 2012, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each sixth month anniversary of January 31, 2012 thereafter through January 31, 2015.
(2) One-half of these RSUs vest on January 31, 2014, and one-half of these RSUs vest upon the satisfaction of performance criteria.
(3) These options became or become exercisable with respect to 25% of the shares of common stock subject to this grant on December 21, 2012, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each sixth month anniversary of December 21, 2012 thereafter through December 21, 2015.
(4) These options become exercisable with respect to 25% of the shares of common stock subject to this grant on March 20, 2014, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each six month anniversary of March 20, 2014 thereafter through March 20, 2017.
(5) These options shall become exercisable upon the fulfillment of certain performance criteria.
(6) These options became or become exercisable with respect to 25% of the shares of common stock subject to this grant on May 23, 2014, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each sixth month anniversary of May 23, 2014 thereafter through May 23, 2017.

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