SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No.__)*
INSMED INCORPORATED
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
457669 20 8
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(CUSIP Number)
MARCH 15, 2005
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(Date of Event which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
[ ] RULE 13d-1(b)
[X] RULE 13d-1(c)
[ ] 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 (THE "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).
Page 1 of 10 Pages
CUSIP NO. 457889 20 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Felix J. Baker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(SEE INSTRUCTIONS) (B) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,937,704
EACH ------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
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8 SHARED DISPOSITIVE POWER
4,937,704
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,937,704
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 2 of 10 Pages
CUSIP NO. 457669 20 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Julian C. Baker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(SEE INSTRUCTIONS) (B) |X|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,937,704
EACH ------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
------------------------------------------------------
8 SHARED DISPOSITIVE POWER
4,937,704
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,937,704
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 3 of 10 Pages
ITEM 1(a) NAME OF ISSUER:
Insmed Incorporated
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4851 Lake Brook Drive
Glen Allen, Virginia 23060
ITEM 2(a) NAME OF PERSON FILING:
This Schedule 13G is being filed jointly by Felix J. Baker and Julian
C. Baker (the "Reporting Persons").
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Name Business Address
---- ----------------
Felix J. Baker 667 Madison Avenue
New York, NY 10021
Julian C. Baker 667 Madison Avenue
New York, NY 10021
ITEM 2(c) CITIZENSHIP:
Each of the Reporting Persons is a United States citizen.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share
ITEM 2(e) CUSIP NUMBER:
457889 20 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13d-1(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A: N/A
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act;
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
Page 4 of 10 Pages
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Set forth below is the number of shares of Common Stock, shares that
may be acquired upon exercise of Warrants and 5.5% Senior Convertible Notes due
2008-2010 held as of the date hereof by each of the following.
Senior
Name Common Stock Warrants Convertible Notes
---------------------------------- ------------ ------------ -----------------
Baker/Tisch Investments, L.P. 0 99,806 $ 235,000
Baker Bros. Investments, L.P. 2,225 103,628 $ 244,000
Baker Bros. Investments II, L.P. 2,130 0 $ 0
Baker Biotech Fund I, L.P. 21,791 1,024,401 $2,412,000
Baker Biotech Fund II, L.P. 19,966 938,185 $2,209,000
Baker Biotech Fund II (Z), L.P. 2,788 0 $ 0
Baker Biotech Fund III, L.P. 0 806,949 $1,900,000
---------------------------------- ------------ ------------ -----------------
By virtue of their ownership of entities that have the power to
control the investment decisions of the limited partnerships listed in the table
above, Felix J. Baker and Julian C. Baker may each be deemed to be beneficial
owners of securities owned by such entities and may be deemed to have shared
power to vote or direct the vote of and shared power to dispose or direct the
disposition of such securities. However, Section 6(g)(1) of each of the 5.5%
Senior Convertible Notes provides that:
"Notwithstanding anything to the contrary contained herein,
the number of shares of Common Stock that may be acquired by the Holder
upon conversion of
Page 5 of 10 Pages
this Note at any time shall not exceed a number that, when added to
the total number of shares of Common Stock deemed beneficially owned
by the Holder (other than by virtue of the ownership of securities or
rights to acquire securities that have limitations on the Holder's
right to convert, exercise or purchase similar to the limitation set
forth herein (the 'Excluded Shares'), together with all shares of
Common Stock deemed beneficially owned at such time (other than by
virtue of the ownership of the Excluded Shares) by Persons whose
beneficial ownership of Common Stock would be aggregated with the
beneficial ownership by the Holder for purposes of determining whether
a group exists or for purposes of determining the Holder's beneficial
ownership (the 'Aggregation Parties'), in either such case for
purposes of Section 13(d) of the 1934 Act and Regulation 13D-G
thereunder (including, without limitation, as the same is made
applicable to Section 16 of the 1934 Act and the rules promulgated
thereunder), would result in beneficial ownership by the Holder or
such group of more than 9.9% of the shares of Common Stock for
purposes of Section 16 of the 1934 Act and the rules promulgated
thereunder (as the same may be modified by the Holder as provided
herein, the 'Restricted Ownership Percentage'). The Holder shall have
the right at any time and from time to time to reduce its Restricted
Ownership Percentage immediately upon notice to the Company in the
event and only to the extent that Section 16 of the 1934 Act or the
rules promulgated thereunder (or any successor statute or rules) is
changed to reduce the beneficial ownership percentage threshold
thereunder to a percentage less than 10%. If at any time the limits in
this Section 6(g) make this Note inconvertible in whole or in part,
the Company shall not by reason thereof be relieved of its obligation
to issue shares of Common Stock at any time or from time to time
thereafter but prior to the Final Maturity Date upon conversion of
this Note as and when shares of Common Stock may be issued in
compliance with such restrictions."
Similarly, Section 2(c)(1) of each of the Warrants provides
that:
"Notwithstanding anything to the contrary contained herein,
the number of shares of Common Stock that may be acquired by the Holder
upon exercise pursuant to the terms hereof at any time shall not exceed
a number that, when added to the total number of shares of Common Stock
deemed beneficially owned by the Holder (other than by virtue of the
ownership of securities or rights to acquire securities that have
limitations on the Holder's right to convert, exercise or purchase
similar to the limitation set forth herein (the 'Excluded Shares'),
together with all shares of Common Stock deemed beneficially owned at
such time (other than by virtue of the ownership of the Excluded
Shares) by Persons whose beneficial ownership of Common Stock would be
aggregated with the beneficial ownership by the Holder for purposes of
determining whether a group exists or for purposes of determining the
Holder's beneficial ownership (the 'Aggregation Parties'), in either
such case for purposes of Section 13(d) of the 1934 Act and Regulation
13D-G thereunder (including, without limitation, as the same is made
applicable to Section 16 of the 1934 Act and the rules promulgated
thereunder), would result in beneficial ownership by the Holder or such
group of more than 9.9% of the shares of Common Stock for purposes of
Section 16 of the
Page 6 of 10 Pages
1934 Act and the rules promulgated thereunder (as the same may be
modified by the Holder as provided herein, the 'Restricted Ownership
Percentage'). The Holder shall have the right at any time and from
time to time to reduce its Restricted Ownership Percentage immediately
upon notice to the Company in the event and only to the extent that
Section 16 of the 1934 Act or the rules promulgated thereunder (or any
successor statute or rules) is changed to reduce the beneficial
ownership percentage threshold thereunder to a percentage less than
10%. If at any time the limits in this Section 2(c) make this Warrant
unexercisable in whole or in part, the Company shall not by reason
thereof be relieved of its obligation to issue shares of Common Stock
at any time or from time to time thereafter but prior to the
Expiration Date upon exercise of this Warrant as and when shares of
Common Stock may be issued in compliance with such restrictions."
Accordingly, as long as Felix J. Baker and Julian C. Baker may be
deemed to be beneficial owners of the securities owned by the entities listed
above, the conversion and exercise rights of these entities will be limited so
that the maximum number of shares that all the entities can own together in the
aggregate will not exceed 9.9% of the shares of Common Stock that would be
outstanding after giving effect to such conversion or exercise. Until such Notes
and Warrants are actually converted or exercised, it will not be possible to
determine how many shares will actually be owned by the particular entities
listed above or what percentage of the shares that are then outstanding such
numbers of shares will represent. As of the date hereof, if all such Notes and
Warrants were converted and/or exercised, the maximum number of shares that
could be owned by all such entities would be 4,937,704 shares.
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 five percent of the class of securities, check the following [ ]. N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The entities listed in Item 4 above are investment funds the
investors in which have the right to receive dividends, interest and the
proceeds of sale of securities owned by such funds.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY OR CONTROL PERSON.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
Page 7 of 10 Pages
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
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.
Page 8 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
March 24, 2005
/s/ Felix J. Baker
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Felix J. Baker
/s/ Julian C. Baker
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Julian C. Baker
Page 9 of 10 Pages
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree that this
Statement on Schedule 13G relating to the Common Stock of ViroPharma
Incorporated is being filed with the Securities and Exchange Commission on
behalf of each of them.
March 24, 2005
/s/ Felix J. Baker
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Felix J. Baker
/s/ Julian C. Baker
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Julian C. Baker
Page 10 of 10 Pages