Item 3.02 Unregistered Sales of Equity Securities

Between June 10, 2009 and June 25, 2009, Insmed Incorporated received notices from holders of its 5.5% Convertible Notes due 2008 - 2010 electing to voluntarily convert $800,000 principal amount of Convertible Notes into 617,760 shares of common stock at the conversion rate of one share of common stock for each $1.295 in principal amount of the Convertible Notes. The Company also received $1,687,269 from warrant exercises that resulted in 1,394,437 shares of common stock being issued at an exercise price of $1.21.

Following the conversions described above, $691,667 principal amount of the Convertible Notes remained outstanding. In addition, because this portion of the Convertible Notes were converted prior to the September 1, 2009 quarterly interest payment, the Company issued an additional 1,488 shares of common stock for the forfeited cash interest payment at a conversion price of $1.295.

The Company also received $247,500 from warrant exercises related to the May 2007 offering that resulted in 225,000 shares of common stock being issued at an exercise price of $1.10.

The number of shares issued pursuant to the conversion of the Convertible Notes and exercise of warrants and options since June 3, 2009, the date of Insmed's last 8-K report on shares outstanding, exceeded 1% of Insmed's outstanding common stock on June 22, 2009. As of June 25, 2009 the total issued and outstanding shares of Insmed Incorporated Common Stock was 129,429,099.

The common stock issued upon the conversion of the Convertible Notes and warrants was issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, provided for in
Section 3(a)(9) and Section 4(2) thereof and is all currently registered for resale by the holders pursuant to Insmed's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 8, 2005 (the "Registration Statement").

A summary of the terms of the Convertible Notes and the warrants, including the conversion features and interest payments of the Convertible Notes was previously provided in the Registration Statement and Insmed's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2005 (the "Current Report"). The forms of the Convertible Notes and the warrants were filed on the Current Report. The Registration Statement, the Current Report, the forms of the Convertible Notes and warrants are each incorporated herein by reference.

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