Martina M.d. Flammer - 07 Jan 2025 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
Issuer symbol
INSM
Transactions as of
07 Jan 2025
Net transactions value
-$725,821
Form type
4
Filing time
10 Jan 2025, 18:45:36 UTC
Previous filing
16 Sep 2024
Next filing
16 Jan 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INSM Common Stock Sale $220,403 -3,344 -3.2% $65.91 102,766 07 Jan 2025 Direct F1, F2, F3
transaction INSM Common Stock Sale $112,604 -1,702 -1.7% $66.16 101,064 08 Jan 2025 Direct F1
transaction INSM Common Stock Award +6,657 +6.6% 107,721 08 Jan 2025 Direct F4, F5
transaction INSM Common Stock Sale $87,374 -1,371 -1.3% $63.73 106,350 10 Jan 2025 Direct F1
transaction INSM Common Stock Sale $305,440 -4,801 -4.5% $63.62 101,549 10 Jan 2025 Direct F6

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) Award $0 +31,930 $0.000000 31,930 08 Jan 2025 Common Stock 31,930 $65.72 Direct F7
* 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 Shares sold to satisfy tax withholding obligations upon the vesting of Restricted Stock Units (RSUs) and to cover related broker fees.
F2 This is the weighted average sales price representing 3,344 shares sold at prices ranging from $65.57 to $65.99 per share. The reporting person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer the number of shares sold at each price within the price range upon request.
F3 Due to a clerical error related to the reporting of shares previously withheld by the Company to satisfy tax obligations upon the vesting of RSUs, this number was previously overstated by 24 shares. This value reflects the adjustment, decreasing the amount beneficially owned by 24 shares.
F4 Represents RSUs, each representing a contingent right to receive one share of Common Stock, granted pursuant to the Company's Amended and Restated 2019 Incentive Plan, as amended. The RSUs vest as follows: 25% on the first day of the first month following the first anniversary of the date of grant (the Initial Vesting Date) and 25% on each anniversary of the Initial Vesting Date until fully vested.
F5 Each RSU was granted on January 8, 2025 for no consideration.
F6 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.
F7 These stock options were granted under the Company's Amended and Restated 2019 Incentive Plan, as amended. The options become exercisable based on the following vesting schedule: 25% vest on the Initial Vesting Date and an additional 12.5% vest every six months thereafter until fully vested.