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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * GUPTA RENU   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) EVP & Chief Medical Officer (Last) (First) (Middle) C/O INSMED INC, 9 DEER PARK DRIVE, SUITE C 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2013 (Street) MONMOUTH JUNCTION, NJ 08852 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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               2,000 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Stock Option-Right to Buy

$ 5.9

01/31/2012(1)

01/31/2021(1)

Common Stock

24,800

24,800

D

Restricted Stock Units

(2)

(2)

(2)

Common Stock

55,800

55,800

D

Stock Option-Right to Buy

$ 3.03

12/21/2012(3)

12/21/2021(3)

Common Stock

75,700

75,700

D

Stock Option-Right to Buy

$ 6.9

03/20/2014(4)

03/20/2023

Common Stock

50,000

50,000

D

Stock Option-Right to Buy

$ 6.9

(5)

(5)

Common Stock

100,000

100,000

D

Stock Option-Right to Buy

$ 12.44

05/23/2013

A

50,000

05/23/2014(6)

05/23/2023(6)

Common Stock

50,000

$ 0

50,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GUPTA RENU C/O INSMED INC 9 DEER PARK DRIVE, SUITE C MONMOUTH JUNCTION, NJ 08852			EVP & Chief Medical Officer

Signatures

/s/ Renu Gupta		05/28/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These options became or become exercisable with respect to 25% of the shares of common stock subject to this grant on January 31, 2012, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each sixth month anniversary of January 31, 2012 thereafter through January 31, 2015.
(2)	One-half of these RSUs vest on January 31, 2014, and one-half of these RSUs vest upon the satisfaction of performance criteria.
(3)	These options became or become exercisable with respect to 25% of the shares of common stock subject to this grant on December 21, 2012, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each sixth month anniversary of December 21, 2012 thereafter through December 21, 2015.
(4)	These options become exercisable with respect to 25% of the shares of common stock subject to this grant on March 20, 2014, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each six month anniversary of March 20, 2014 thereafter through March 20, 2017.
(5)	These options shall become exercisable upon the fulfillment of certain performance criteria.
(6)	These options became or become exercisable with respect to 25% of the shares of common stock subject to this grant on May 23, 2014, the first anniversary of the date of grant, and with respect to an additional 12.5% of the shares of common stock subject to this grant on each sixth month anniversary of May 23, 2014 thereafter through May 23, 2017.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.