Martina Flammer - Dec 22, 2023 Form 4 Insider Report for INSMED Inc (INSM)

Role: Chief Medical Officer
Signature: /s/ Martina Flammer M.D., by Michael A. Smith as Attorney in Fact
Stock symbol: INSM
Transactions as of: Dec 22, 2023
Transactions value $: -$179,485
Form type: 4
Date filed: 12/22/2023, 04:04 PM
Previous filing: Jun 15, 2023
Next filing: Jan 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INSM	Common Stock	Options Exercise	$670K	+28.3K	+26.7%	$23.66	134K	Dec 22, 2023	Direct	F1
transaction	INSM	Common Stock	Sale	-$849K	-28.3K	-21.07%	$30.00	106K	Dec 22, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	INSM	Stock Option (right to buy)	Options Exercise	$0	-28.3K	-18.75%	$0.00	123K	Dec 22, 2023	Common Stock	28.3K	$23.66	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	This transaction was 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.
F2	In connection with the appointment of Dr. Flammer as the Company's Chief Medical Officer, the Company granted Dr. Flammer an option to purchase a total of 150,990 shares of the Company's common stock. The option becomes exercisable based on the following vesting schedule: twenty-five percent (25%) vest on the first anniversary of the date of grant and twelve and one-half percent (12.5%) vest on each six month anniversary date thereafter through the fourth anniversary of the date of grant, subject to Dr. Flammer's continued employment with the Company on each vesting date.

Content

This transaction was 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.

In connection with the appointment of Dr. Flammer as the Company's Chief Medical Officer, the Company granted Dr. Flammer an option to purchase a total of 150,990 shares of the Company's common stock. The option becomes exercisable based on the following vesting schedule: twenty-five percent (25%) vest on the first anniversary of the date of grant and twelve and one-half percent (12.5%) vest on each six month anniversary date thereafter through the fourth anniversary of the date of grant, subject to Dr. Flammer's continued employment with the Company on each vesting date.