Inogen Inc — Director's Dealing 2014

Oct 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Inogen Inc (INGN)
CIK: 0001294133
Period of Report: 2014-10-07

Reporting Person: Versant Ventures II LLC (10% Owner)
Reporting Person: Versant Venture Capital II, LP (10% Owner)
Reporting Person: Versant Side Fund II, LP (10% Owner)
Reporting Person: Versant Affiliates Fund II-A, LP (10% Owner)
Reporting Person: ATWOOD BRIAN G (10% Owner)
Reporting Person: LINK WILLIAM J PHD (10% Owner)
Reporting Person: LUBASH BARBARA N (10% Owner)
Reporting Person: MILDER DONALD B (10% Owner)
Reporting Person: COLELLA SAMUEL D (10% Owner)
Reporting Person: JAFFE ROSS A MD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-07	Common Stock	J	66857	$0.00	Disposed	0	Direct
2014-10-07	Common Stock	J	8807	$0.00	Acquired	9001	Indirect
2014-10-07	Common Stock	J	8808	$0.00	Acquired	9196	Indirect
2014-10-07	Common Stock	J	8808	$0.00	Acquired	9051	Indirect
2014-10-07	Common Stock	J	8808	$0.00	Acquired	9051	Indirect
2014-10-07	Common Stock	J	2202	$0.00	Acquired	2688	Indirect
2014-10-07	Common Stock	J	8138	$0.00	Acquired	8138	Indirect
2014-10-07	Common Stock	J	669	$0.00	Acquired	669	Indirect
2014-10-08	Common Stock	S	6382	$21.0266	Disposed	1756	Indirect
2014-10-08	Common Stock	S	525	$21.0266	Disposed	144	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	62733	Indirect
Common Stock	29537	Indirect
Common Stock	3306680	Indirect

Footnotes

F1: Shares held by Versant Affiliates Fund II-A, L.P. ("VAF II-A"). Versant Ventures II, LLC ("VV II") serves as the sole general partner of VAF II-A. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden, and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.

F2: Shares held by Versant Side Fund II, L.P. ("VSF II"). VV II serves as the sole general partner of VSF II. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden, and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VSF II, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.

F3: Shares held by Versant Venture Capital II, L.P. ("VVC II"). VV II serves as the sole general partner of VVC II. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden, and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VVC II, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.

F4: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by VV II without consideration to its members.

F5: Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by VV II. The shares are held by the Atwood-Edminster Trust dated 4/2/2000 (the "Trust") for the benefit of Brian G. Atwood. Brian G. Atwood is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F6: Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by VV II. The shares are held by Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 for the benefit of Samuel D. Colella for the benefit of Samuel D. Colella. Samuel D. Colella is a general partner of Colella Family Partners and a trustee of Colella Family Trust UTA Dated 9/21/92. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F7: Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by VV II. The shares are held by the The Jaffe Family Trust (the "Trust") for the benefit of Ross A. Jaffe. Ross A. Jaffe is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F8: Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by VV II. The shares are held by the The Link Family Trust (the "Trust") for the benefit of William J. Link. William J. Link is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F9: Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by VV II. The shares are held by the Milder Community Property Trust (the "Trust") for the benefit of Donald B. Milder. Donald B. Milder is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F10: Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by VV II. The shares are held by Lubash Moses LLC (the "LLC") for the benefit of Barbara N. Lubash. Barbara N. Lubash is a manager of the LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F11: Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by VV II. The shares are held by the Evan Michael Moses Trust (the "Trust") for the benefit of Barbara N. Lubash, or one or more of her family members. Barbara N. Lubash is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F12: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $21.00 to $21.19 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.