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 *
  Ayer Capital Management, LP
 2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2012		 3. Issuer Name and Ticker or Trading Symbol
INSMED INC [INSM]
(Last)
(First)
(Middle)
230 CALIFORNIA, SUITE 600		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94111		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
Common Stock 3,116,100
I
See Footnotes (1) (2)

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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ayer Capital Management, LP
230 CALIFORNIA, SUITE 600
SAN FRANCISCO, CA 94111		     X    
ACM Capital Partners, LLC
230 CALIFORNIA ST, STE 600
SAN FRANCISCO, CA 94111		     X    
Ayer Capital Partners, LLC
230 CALIFORNIA ST, STE 600
SAN FRANCISCO, CA 94111		     X    
Venkatesan Jay
230 CALIFORNIA ST, STE 600
SAN FRANCISCO, CA 94111		     X    

Signatures

On behalf of Ayer Capital Managment, LP, Jay Venkatesan, Portfolio Manager 10/08/2012
**Signature of Reporting Person Date
On behalf of Ayer Capital Partners, LLC, Jay Venkatesan, General Partner 10/08/2012
**Signature of Reporting Person Date
On behalf of ACM Capital Partners, LLC, Jay Venkatesan, Managing Member 10/08/2012
**Signature of Reporting Person Date
Jay Venkatesan 10/08/2012
**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) These securities are held by investment funds and a managed account, the investment advisor of which is Ayer Capital Management, LP (the "Advisor"), ACM Capital Partners, LLC ("ACM") is the General Partner of the Advisor, Ayer Capital Partners, LLC (the "GP") is the General Partner of the investment funds. Mr. Venkatesan is the managing member of ACM and the General Partner of the GP.
(2) Each of the Advisor, ACM, the GP, and Mr. Venkatesan disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest thereof, and the filing of this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

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