Sec Form 3 Filing - SOMMER ANDREAS @ INSMED INC - 2004-03-04

FORM 3 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 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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1. Name and Address of Reporting Person SOMMER ANDREAS 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) Chief Scientific Officer (Last) (First) (Middle) C/O INSMED INCORPORATED, 4851 LAKE BROOK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2004 (Street) GLEN ALLEN, VA23060 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,601 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Stock Option (right to buy) $ 10.5 ( 1 ) 06/10/2010 Common Stock 18,750 D Employee Stock Option (right to buy) $ 10.252 ( 1 ) 06/10/2010 Common Stock 25,000 D Employee Stock Option (right to buy) $ 8.252 ( 1 ) 06/10/2010 Common Stock 17,500 D Employee Stock Option (right to buy) $ 10 ( 1 ) 06/10/2010 Common Stock 8,750 D Employee Stock Option (right to buy) $ 4 ( 1 ) 06/10/2010 Common Stock 31,250 D Employee Stock Option (right to buy) $ 10 ( 1 ) 06/10/2010 Common Stock 5,625 D Employee Stock Option (right to buy) $ 11.5 ( 1 ) 06/10/2010 Common Stock 17,500 D Employee Stock Option (right to buy) $ 5 ( 1 ) 06/10/2010 Common Stock 18,125 D Employee Stock Option (right to buy) $ 4.08 ( 2 ) 08/10/2008 Common Stock 100,000 D Employee Stock Option (right to buy) $ 4.08 ( 3 ) 08/10/2008 Common Stock 100,000 D Employee Stock Option (right to buy) ( 5 ) ( 4 ) 02/14/2010 Common Stock 50,000 D Employee Stock Option (right to buy) ( 5 ) ( 6 ) 02/14/2012 Common Stock 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOMMER ANDREAS C/O INSMED INCORPORATED 4851 LAKE BROOK DRIVE GLEN ALLEN, VA23060 Chief Scientific Officer Signatures /s/ Kevin P. Tully, CGA, as Attorney-in-Fact 03/15/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option is currently exercisable with respect to all shares. These options are non-qualifed options that were granted to replace the reporting person's Celtrix options that were in place prior to the merger with Insmed. ( 2 )As of March 10, 2004, the option was exercisable for 64,582 shares, and the remaining 35,418 shares vest in monthly installments of 2,083.33 shares commencing on April 10, 2004. ( 3 )One-half of the shares subject to this option will vest when the Company files a New Drug Application (NDA) and the remaining one-half will vest when the FDA approves the NDA; provided that, if not sooner vested, the option will vest at the end of five (5) years from the Date of Grant (August 10, 2001). ( 4 )As of March 14, 2004, the option was exercisable for 13,539 shares, and the remaining 36,461 shares vest in monthly installments of 1,041.67 shares commencing on April 14, 2004. ( 5 )The exercise price of one-half of the shares of Common Stock underlying the option is $1.00 per share and the exercise price of the other half of the shares underlying the option is $1.50 per share, so that as any portion of the option vests, one half of the shares then vesting will have an exercise price of $1.00 per share and the other half of the shares then vesting will have an exercise price of $1.50 per share. ( 6 )16,667 of the shares subject to this option will vest if the Company submits a NDA for SomatoKine or IGF-1 in Europe or the US by the end of Q2 2004, effective upon the date the NDA is submitted; 16,667 shares will vest when the moving annual total of revenues (from any combination of product sales, partnerships, cost recoveries or royalties) reaches $1 million, effective as of the date such figures are compiled by the Company?s Principal Financial Officer and confirmed by external auditors; and 16,666 shares will vest when a NDA is approved for SomatoKine or IGF-1 in Europe or the US, effective on the date such approval is received; provided that, if not sooner vested, these milestone-based options will vest seven (7) years after the Date of Grant (February 14, 2003) and further provided that if the current strategy changes then the performance parameters will be re-aligned.

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