Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Schaeffer Orlov S Nicole
 2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2014		 3. Issuer Name and Ticker or Trading Symbol
INSMED INC [INSM]
(Last)
(First)
(Middle)
9 DEER PARK DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, HR & Corp. Svcs.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MONMOUTH JUNCTION, NJ 08852		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (1) 01/02/2023 Common Stock 85,000 $ 6.96 D  
Stock Option   (2) 05/23/2023 Common Stock 40,000 $ 12.44 D  
Stock Option   (3) 05/23/2023 Common Stock 25,000 $ 12.44 D  
Stock Option   (2) 01/10/2024 Common Stock 27,500 $ 20.49 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schaeffer Orlov S Nicole
9 DEER PARK DRIVE
MONMOUTH JUNCTION, NJ 08852		       SVP, HR & Corp. Svcs.  

Signatures

/s/ S. Nicole Schaeffer, by Christine Pellizzari as Attorney-in-fact 06/04/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Stock options granted under the Company's 2000 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: twenty five percent (25%) on the first anniversary of the grant date and an additional twelve and one half percent (12.5%) vest on the sixth month anniversary of the first anniversary date and each sixth month anniversary date thereafter through the fourth anniversary of the date of grant.
(2) Stock options granted under the Company's 2013 Incentive Plan. The options become exercisable based on the following vesting schedule: twenty five percent (25%) on the first anniversary of the grant date and an additional twelve and one half percent (12.5%) vest on the sixth month anniversary of the first anniversary date and each sixth month anniversary date thereafter through the fourth anniversary of the date of grant.
(3) These options shall become exercisable in two equal installments upon the achievement of certain performance criteria.

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