SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)
INSMED INCORPORATED
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
457669 20 8
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(CUSIP Number)
December 31, 2006
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Act") or otherwise subject to the
liabilities of that section of the Act, but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 457889 20 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Felix J. Baker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,783,275
REPORTING -----------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
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8 SHARED DISPOSITIVE POWER
2,783,275
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,783,275
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 2 of 8 Pages
CUSIP No. 457889 20 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Julian C. Baker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ----------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,783,275
REPORTING ----------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,783,275
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,783,275
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 3 of 8 Pages
Item 1(a) Name of Issuer:
Insmed Incorporated
Item 1(b) Address of Issuer's Principal Executive Offices:
4851 Lake Brook Drive
Glen Allen, Virginia 23060
Item 2(a) Name of Person Filing:
This Schedule 13G is being filed jointly by Felix J. Baker and
Julian C. Baker (the "Reporting Persons").
Item 2(b) Address of Principal Business Office or, if None, Residence:
Name Business Address
Felix J. Baker 667 Madison Avenue
New York, NY 10021
Julian C. Baker 667 Madison Avenue
New York, NY 10021
Item 2(c) Citizenship:
Each of the Reporting Persons is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e) CUSIP Number:
457889 20 8
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
(c), check whether the person filing is a: N/A
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act;
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
Page 4 of 8 Pages
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Set forth below is the aggregate number of shares of Common
Stock, that may be acquired upon exercise of Warrants and held as of December
31, 2005 by each of the following, together with the percentage of the
outstanding shares of Common Stock that such number represents based upon
100,268,054 shares, as reported on the Company's Form 10-Q filed on November 1,
2006.
Percent of Class
Name Number of Shares Outstanding
Baker Bros. Investments, L.P. 97,018 0.1%
Baker Biotech Fund I, L.P. 959,037 1.0%
Baker Brothers Life Sciences, L.P. 1,633,781 1.6%
Baker/Tisch Investments, L.P. 93,439 0.1%
-------------------------------- ----------- -------
Total 2,783,275 2.8%
By virtue of their ownership of entities that have the power
to control the investment decisions of the limited partnerships listed in the
table above, Felix J. Baker and Julian C. Baker may each be deemed to be
beneficial owners of securities owned by such entities and may be deemed to have
shared power to vote or direct the vote of and shared power to dispose or direct
the disposition of such securities.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
The entities listed in Item 4 above are investment funds
the investors in which have the right to receive dividends, interest and the
proceeds of sale of securities owned by such funds. N/A
Page 5 of 8 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Page 6 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
February 13, 2007
/s/ Felix J. Baker
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Felix J. Baker
/s/ Julian C. Baker
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Julian C. Baker
Page 7 of 8 Pages
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree that this
Statement on Schedule 13G relating to the Common Stock of Insmed Incorporated is
being filed with the Securities and Exchange Commission on behalf of each of
them.
February 13, 2007
/s/ Felix J. Baker
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Felix J. Baker
/s/ Julian C. Baker
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Julian C. Baker
Page 8 of 8 Pages