Sec Form 4 Filing - Glover Steve C @ INSMED INC - 2009-03-31

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 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 Glover Steve C 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) President Follow-on Biologics (Last) (First) (Middle) C/O INSMED INCORPORATED, 8720 STONY POINT PARKWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2009 (Street) RICHMOND, VA23235 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 03/31/2009 M 232,381 A 601,226 D Common Stock 03/31/2009 D 232,381 D $ 1 ( 1 ) 368,845 D Common Stock 03/31/2009 A 108,317 ( 2 ) A $ 0 477,162 D Common Stock 03/31/2009 F 105,049 ( 3 ) D $ 1 372,113 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 Indire ct (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 Restricted Stock Units $ 0 03/31/2009 A 63,377 ( 2 ) 03/31/2009 03/31/2009 Common Stock 63,377 $ 0 532,381 D Restricted Stock Units ( 1 ) 03/31/2009 M 232,381 03/31/2009 03/31/2009 Common Stock 232,381 ( 1 ) 300,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Glover Steve C C/O INSMED INCORPORATED 8720 STONY POINT PARKWAY, SUITE 200 RICHMOND, VA23235 President Follow-on Biologics Signatures /s/ Steve Glover 04/02/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit was the economic equivalent of one share of Common Stock. The Restricted Stock Units were settled in cash by the Company and not sold on the open market. ( 2 )These shares were granted based on meeting the "Distinguished" performance measure of the original Restricted Stock and Restricted Stock Unit grant dated May 29, 2008. ( 3 )These shares were held back by the Company to settle the appropriate tax payment and not sold on the open market.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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