Inogen Inc — Director's Dealing 2014

Oct 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Inogen Inc (INGN)
CIK: 0001294133
Period of Report: 2014-09-26

Reporting Person: ARBORETUM VENTURES II LP (10% Owner)
Reporting Person: Arboretum Ventures 1, LLC (10% Owner)
Reporting Person: Arboretum Investment Manager, LLC (10% Owner)
Reporting Person: Arboretum Investment Manager IIa, LLC (10% Owner)
Reporting Person: Arboretum Ventures 1-A, LLC (10% Owner)
Reporting Person: ARBORETUM VENTURES 11A LP (10% Owner)
Reporting Person: Arboretum Investment Manager II, LLC (10% Owner)
Reporting Person: Garfinkle Jan L. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-26	Common Stock	S	8901	$20.1914	Disposed	266358	Indirect
2014-09-26	Common Stock	S	5934	$20.1914	Disposed	177567	Indirect
2014-09-26	Common Stock	S	40248	$20.1914	Disposed	1208470	Indirect
2014-09-26	Common Stock	S	9417	$20.1914	Disposed	283188	Indirect
2014-09-29	Common Stock	S	1380	$20.1671	Disposed	264978	Indirect
2014-09-29	Common Stock	S	920	$20.1671	Disposed	176647	Indirect
2014-09-29	Common Stock	S	6240	$20.1671	Disposed	1202230	Indirect
2014-09-29	Common Stock	S	1460	$20.1671	Disposed	281728	Indirect
2014-09-30	Common Stock	S	1380	$20.5582	Disposed	263598	Indirect
2014-09-30	Common Stock	S	920	$20.5582	Disposed	175727	Indirect
2014-09-30	Common Stock	S	6240	$20.5582	Disposed	1195990	Indirect
2014-09-30	Common Stock	S	1460	$20.5582	Disposed	280268	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2014.

F2: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.0550 to $20.4000 per share. Each 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.

F3: These shares are held by Arboretum Ventures 1, LLC ("Ventures 1"). Arboretum Investment Manager, LLC ("AIM") serves as the managing member of Ventures 1. Arboretum Ventures, Inc. ("INC") serves as the Manager of AIM. Jan Garfinkle and Timothy Petersen are the sole shareholders of INC and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports.

F4: These shares are held by Arboretum Ventures 1-A, LLC ("Ventures 1-A"). AIM serves as the managing member of Ventures 1-A. INC serves as the Manager of AIM. Jan Garfinkle and Timothy Petersen are the sole shareholders of INC and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports.

F5: These shares are held by Arboretum Ventures II, L.P ("Ventures II"). Arboretum Investment Manager II, LLC ("AIM II") serves as the general partner of Ventures II. Jan Garfinkle and Timothy Petersen are the managing members of AIM II and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports.

F6: These shares are held by Arboretum Ventures IIa, L.P ("Ventures IIa). AIM II serves as the sole manager of Arboretum Investment Manager IIa, LLC ("AIM IIa"), which serves as the general partner of Ventures IIa. Jan Garfinkle and Timothy Petersen are the managing members of AIM II and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports.

F7: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.130 to $20.260 per share. Each 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.

F8: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.500 to $20.695 per share. Each 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.