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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Insmed Inc | NASDAQ:INSM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.39 | 2.25% | 63.0186 | 33.12 | 63.99 | 64.005 | 60.82 | 60.82 | 3,300,020 | 05:00:11 |
Virginia
|
54-1972729
|
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer ☒
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging Growth Company ☐
|
Item 1. |
Plan Information.
|
Item 2. |
Registrant Information and Employee Plan Annual Information.
|
Item 3. |
Incorporation of Documents by Reference.
|
Item 4. |
Description of Securities.
|
Item 5. |
Interests of Named Experts and Counsel.
|
Item 6.
|
Indemnification of Directors and Officers.
|
Item 7. |
Exemption From Registration Claimed.
|
Item 8. |
Exhibits.
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Item 9.
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Undertakings.
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Exhibit No.
|
Exhibit Description
|
|
|
Insmed Incorporated Amended and Restated 2019 Incentive Plan (incorporated by reference from Appendix A to Insmed Incorporated’s Proxy Statement on Schedule 14A, filed on March 31, 2023).
|
|
Amendment No. 1 to Insmed Incorporated Amended and Restated 2019 Incentive Plan (incorporated by reference from Appendix A to Insmed Incorporated’s Proxy Statement on Schedule 14A, filed on April 1, 2024).
|
||
Form of Insmed Incorporated Non-Qualified Stock Option Inducement Award Agreement (incorporated by reference from Exhibit 10.1 to Insmed Incorporated’s Quarterly Report on Form 10-Q, filed on May 4, 2023).
|
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Form of Insmed Incorporated Non-Qualified Stock Option Inducement Award Agreement for non-U.S. employees (incorporated by reference from Exhibit 10.2 to Insmed Incorporated’s Quarterly Report on Form 10-Q, filed on May 4, 2023).
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||
Opinion of Hunton Andrews Kurth LLP.
|
||
Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1).
|
||
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
||
Power of Attorney (included on signature page hereto).
|
||
Filing Fee Table.
|
INSMED INCORPORATED
|
||
By:
|
/s/ William H. Lewis
|
|
William H. Lewis
|
||
Chairman and Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ William H. Lewis
|
Chief Executive Officer; Chairman of the Board of Directors
|
May 14, 2024
|
||
William H. Lewis
|
(Principal Executive Officer)
|
|||
/s/ Sara Bonstein
|
Chief Financial Officer
|
May 14, 2024
|
||
Sara Bonstein
|
(Principal Financial Officer, Principal Accounting Officer)
|
*
|
Director
|
May 14, 2024
|
||
Alfred F. Altomari
|
||||
*
|
Director
|
May 14, 2024
|
||
Elizabeth McKee Anderson
|
||||
*
|
Director
|
May 14, 2024
|
||
David R. Brennan
|
||||
*
|
Director
|
May 14, 2024
|
||
Clarissa Desjardins, Ph.D.
|
||||
*
|
Director
|
May 14, 2024
|
||
Leo Lee
|
||||
*
|
Director
|
May 14, 2024
|
||
David W.J. McGirr
|
||||
*
|
Director
|
May 14, 2024
|
||
Carol A. Schafer
|
||||
*
|
Director
|
May 14, 2024
|
||
Melvin Sharoky, M.D.
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* By:
|
/s/ Michael A. Smith
|
|
Michael A. Smith
|
||
Attorney-in-Fact
|
HUNTON ANDREWS KURTH LLP
FILE NO: 058036.0000021
|
|
May 14, 2024
|
|
Very truly yours,
|
|
/s/ Hunton Andrews Kurth LLP
|
/s/ Ernst & Young LLP
|
|
Iselin, New Jersey
|
|
May 14, 2024
|
Security Type
|
Security Class
Title
|
Fee Calculation
Rule
|
Amount
Registered(1)
|
Proposed
Maximum
Offering
Price
Per Share
|
Maximum
Aggregate
Offering
Price
|
Fee Rate
|
Amount of
Registration
Fee
|
Equity
|
Common Stock, par value $0.01 per share, to be issued under the Insmed Incorporated Amended and Restated 2019 Incentive Plan
|
Rules 457(c) and 457(h)
|
3,000,000(2)
|
$25.92(3)
|
$77,760,000.00(3)
|
0.00014760
|
$11,477.38
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
453,940(4)
|
$19.24(5)
|
$8,733,805.60(5)
|
0.00014760
|
$1,289.11
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
136,060(6)
|
$20.75(5)
|
$2,823,245.00(5)
|
0.00014760
|
$416.72
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
606,860(7)
|
$22.13(5)
|
$13,429,811.80(5)
|
0.00014760
|
$1,982.25
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
93,370(8)
|
$22.64(5)
|
$2,113,896.80(5)
|
0.00014760
|
$312.02
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
131,430(9)
|
$25.37(5)
|
$3,334,379.10(5)
|
0.00014760
|
$492.16
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
103,400(10)
|
$24.99(5)
|
$2,583,966.00(5)
|
0.00014760
|
$381.40
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
304,130(11)
|
$26.52(5)
|
$8,065,527.60(5)
|
0.00014760
|
$1,190.48
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
59,100(12)
|
$29.94(5)
|
$1,769,454.00(5)
|
0.00014760
|
$261.18
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
155,390(13)
|
$28.53(5)
|
$4,433,276.70(5)
|
0.00014760
|
$654.36
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
143,650(14)
|
$28.06(5)
|
$4,030,819.00(5)
|
0.00014760
|
$594.95
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
81,550(15)
|
$26.72(5)
|
$2,179,016.00(5)
|
0.00014760
|
$321.63
|
Equity
|
Common Stock, par value $0.01 per share
|
Rule 457(h)
|
410,300(16)
|
$25.59(5)
|
$10,499,577.00(5)
|
0.00014760
|
$1,549.74
|
Total Offering Amounts
|
$141,756,774.60
|
$20,923.38
|
|||||
Total Fee Offsets(17)
|
$0
|
||||||
Net Fee Due
|
$20,923.38
|
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) also covers such indeterminable number of
additional shares of Insmed Incorporated’s (the “Registrant”) common stock, par value $0.01 per share (“Common Stock”), as may become issuable under the Registrant’s Amended and Restated 2019 Incentive Plan, as amended (the “Incentive
Plan”), or any of the Registrant’s Non-Qualified Stock Option Inducement Awards (as defined below) to prevent dilution in the event of a reorganization, reclassification, stock split, dividend or distribution, or any similar transaction.
|
(2) |
Registers additional shares of Common Stock to be issued pursuant to future awards under the Incentive Plan.
|
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s
Common Stock on the Nasdaq Global Select Market on May 7, 2024.
|
(4) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 34 new employees on June 1, 2023.
|
(5) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the price at which the relevant stock options may be exercised.
|
(6) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 10 new employees on July 3, 2023.
|
(7) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 46 new employees on August 1, 2023.
|
(8) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 13 new employees on September 1, 2023.
|
(9) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 16 new employees on October 2, 2023.
|
(10) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 21 new employees on November 1, 2023.
|
(11) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 14 new employees on December 1, 2023.
|
(12) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 10 new employees on January 2, 2024.
|
(13) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 24 new employees on February 1, 2024.
|
(14) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 24 new employees on March 1, 2024.
|
(15) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to seven new employees on April 1, 2024.
|
(16) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 63 new employees on May 1, 2024 (together with the Registrant’s non-qualified stock option inducement awards described in footnotes
(4), (6), (7), (8), (9), (10), (11), (12), (13), (14) and (15), the “Non-Qualified Stock Option Inducement Awards”).
|
(17) |
The Registrant does not have any fee offsets.
|
1 Year Insmed Chart |
1 Month Insmed Chart |
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