insmed13ga.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
(Rule 13d-102)
 
 
Information To Be Included In Statements Filed Pursuant
To § 240.13d-1(b), (c), and (d) and Amendments Thereto Filed
Pursuant To § 240.13d-2
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)*

 
Insmed Incorporated
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
457669208
(CUSIP Number)

December 31, 2014
(Date of Event Which Requires Filing of This Statement)
 

 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
                                                   
 
CUSIP No. 457669208  SCHEDULE 13G Page 2 of 9 Pages
 
 
1
NAMES OF REPORTING PERSONS
 
Quaker BioVentures II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,975,251
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,975,251
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,975,251
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9*
4.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
*
Based on 49,664,996 outstanding shares of the Issuer’s common stock as of October 31, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
 
 
 
 
 
 
 
 

CUSIP No. 457669208 SCHEDULE 13G Page 3 of 9 Pages
 
 
1
NAMES OF REPORTING PERSONS
 
Quaker BioVentures Capital II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,975,251
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,975,251
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,975,251
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9*
 
4.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
*
Based on 49,664,996 outstanding shares of the Issuer’s common stock as of October 31, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
 
 
 
 
 
 
 
 
 
CUSIP No. 457669208 SCHEDULE 13G Page 4 of 9 Pages
 

1
NAMES OF REPORTING PERSONS
 
Quaker BioVentures Capital II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,975,251
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,975,251
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,975,251
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9*
 
4.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
*
Based on 49,664,996 outstanding shares of the Issuer’s common stock as of October 31, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
 
 
 
 
 
 
 
 
 
CUSIP No. 457669208 SCHEDULE 13G Page 5 of 9 Pages


Item 1(a)
Name of Issuer:
 
Insmed Incorporated
   
Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
10 Finderne Avenue, Building 10
Bridgewater, NJ 08807
   
Item 2(a)
Name of Person Filing:
 
Quaker BioVentures II, L.P.
Quaker BioVentures Capital II, L.P.
Quaker BioVentures Capital II, LLC
   
Item 2(b)
Address of Principal Business Office or, if none, Residence:
 
The address of the principal business office of each of the Reporting Persons is 2929 Arch Street, Cira Centre, Philadelphia, PA 19104-2868.
   
Item 2(c)
Citizenship:
 
Quaker BioVentures II, L.P. – Delaware
Quaker BioVentures Capital II, L.P. – Delaware
Quaker BioVentures Capital II, LLC – Delaware
   
Item 2(d)
Title of Class of Securities:
 
Common Stock, $0.01 par value per share
   
Item 2(e)
CUSIP Number:
 
457669208
   
Item 3
Not applicable.
   
Item 4
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)    Amount beneficially owned:
        
         Quaker BioVentures II, L.P. –  1,975,251
         Quaker BioVentures Capital II, L.P. – 1,975,251
         Quaker BioVentures Capital II, LLC – 1,975,251
 
 
 
 
 
 
 
 
 
CUSIP No. 457669208 SCHEDULE 13G Page 6 of 9 Pages
 
 
 
(b)
Percent of class:
  
       
   
Quaker BioVentures II, L.P. – 4.0%
  
   
Quaker BioVentures Capital II, L.P. – 4.0%
  
   
Quaker BioVentures Capital II, LLC – 4.0%
  
         
 
(c)
Number of shares as to which the person has:
  
         
   
(i)
Sole power to vote or to direct the vote
  
         
     
Quaker BioVentures II, L.P. – 0
  
     
Quaker BioVentures Capital II, L.P. – 0
  
     
Quaker BioVentures Capital II, LLC – 0
  
         
   
(ii)
Shared power to vote or to direct the vote
  
         
     
Quaker BioVentures II, L.P. –  1,975,251
  
     
Quaker BioVentures Capital II, L.P. – 1,975,251
  
     
Quaker BioVentures Capital II, LLC – 1,975,251
  
         
   
(iii)
Sole power to dispose or to direct the disposition of
  
         
     
Quaker BioVentures II, L.P. – 0
  
     
Quaker BioVentures Capital II, L.P. – 0
  
     
Quaker BioVentures Capital II, LLC – 0
  
         
   
(iv)
Shared power to dispose or to direct the disposition of
  
         
     
Quaker BioVentures II, L.P. –  1,975,251
  
     
Quaker BioVentures Capital II, L.P. – 1,975,251
  
     
Quaker BioVentures Capital II, LLC – 1,975,251
  
         
 
Quaker BioVentures Capital II, L.P. is the general partner of Quaker BioVentures II, L.P., and Quaker BioVentures Capital II, LLC is the general partner of Quaker BioVentures Capital II, L.P.
  
   
Item 5
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. x
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
 
 
 
 
 
 
 
 
CUSIP No. 457669208 SCHEDULE 13G Page 7 of 9 Pages

 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not applicable.
   
Item 8
Identification and Classification of Members of the Group.
 
Each of the Reporting Persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.
   
Item 9
Notice of Dissolution of Group.
 
Not applicable.
   
Item 10
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
 
 
 
CUSIP No. 457669208 SCHEDULE 13G Page 8 of 9 Pages

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

Date: February 13, 2015
 
QUAKER BIOVENTURES II, L.P.
 
By: Quaker BioVentures Capital II, L.P., its general partner
 
By: Quaker BioVentures Capital II, LLC, its general partner
 
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Executive Manager
 
 
QUAKER BIOVENTURES CAPITAL II, L.P.
 
By: Quaker BioVentures Capital II, LLC, its general partner
 
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Executive Manager
 
 
QUAKER BIOVENTURES CAPITAL II, LLC
 
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Executive Manager
 
 
 
 
 
 
 
 
 
CUSIP No. 457669208 SCHEDULE 13G Page 9 of 9 Pages
 
Exhibit 1
JOINT FILING AGREEMENT

Joint Filing Agreement, dated as of February 13, 2015, is by and among Quaker BioVentures II, L.P., Quaker BioVentures Capital II, L.P., and Quaker BioVentures Capital II, LLC (the “Quaker Filers”).
 
Each of the Quaker Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G/A with respect to shares of Common Stock, par value $0.01 per share, of Insmed Incorporated beneficially owned by it from time to time.  Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the Quaker Filers hereby agree to be responsible for the timely filing of the Schedule 13G/A and any amendments thereto on behalf of the Quaker Filers, and for the completeness and accuracy of the information concerning itself contained therein.  Each of the Quaker Filers hereby further agree to file this Joint Filing Agreement as an exhibit to the statement and each such amendment, as required by such rule.
 
This Joint Filing Agreement may be terminated by any of the Quaker Filers upon one week’s prior written notice or such lesser period of notice as the Quaker Filers may mutually agree.
 
Executed and delivered as of the date first above written.
 
 
 
QUAKER BIOVENTURES II, L.P.
 
By: Quaker BioVentures Capital II, L.P., its general partner
 
By: Quaker BioVentures Capital II, LLC, its general partner
 
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Executive Manager
 
 
QUAKER BIOVENTURES CAPITAL II, L.P.
 
By: Quaker BioVentures Capital II, LLC, its general partner
 
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Executive Manager
 
 
QUAKER BIOVENTURES CAPITAL II, LLC
 
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Executive Manager