Inogen Inc — Director's Dealing 2014

Sep 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Versant Ventures II LLC (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)
Reporting Person: ATWOOD BRIAN G (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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-09	Common Stock	S	7388	$23.2496	Disposed	62733	Indirect
2014-09-09	Common Stock	J	3476	$0.00	Disposed	29537	Indirect
2014-09-09	Common Stock	J	389136	$0.00	Disposed	3306680	Indirect
2014-09-09	Common Stock	J	194	$0.00	Acquired	194	Indirect
2014-09-09	Common Stock	J	388	$0.00	Acquired	388	Indirect
2014-09-09	Common Stock	J	243	$0.00	Acquired	243	Indirect
2014-09-09	Common Stock	J	243	$0.00	Acquired	243	Indirect
2014-09-09	Common Stock	J	486	$0.00	Acquired	486	Indirect
2014-09-09	Common Stock	J	243	$0.00	Acquired	243	Indirect

Footnotes

F1: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $22.71 to $23.91 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.

F2: Shares held by Versant Affiliates Fund II-A, L.P. ("VAF II-A"). Versant Ventures II, LLC ("VVC 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 VVC 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.

F3: Represents a pro-rata in-kind distribution of Common Stock of the Issuer to the partners of Versant Side Fund II, L.P. ("VSF II") without the receipt of consideration.

F4: Shares held by VSF II. VVC 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 VVC 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.

F5: Represents a pro-rata in-kind distribution of Common Stock of the Issuer to the partners of Versant Venture Capital II, L.P. ("VV II") without the receipt of consideration.

F6: Shares held by VV II. VVC II serves as the sole general partner of VV 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 VVC II and share voting and dispositive power over the shares held by VV II, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.

F7: Represents receipt of an in-kind distribution of Common Stock from VSF II to its limited partners.

F8: Shares held by Atwood-Edminster Trust dated 4/2/2000 for the benefit of Brian G. Atwood.

F9: Shares held by Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 for the benefit of Samuel D. Colella.

F10: Shares held by Jaffe Family Trust for the benefit of Ross A. Jaffe.

F11: Shares held by Link Family Trust, dated May 19, 2005 for the benefit of William J. Link.

F12: Shares held by Milder Community Property Trust Dated 11/7/91, as amended and restated 11/20/98 for the benefit of Donald B. Milder.

F13: Shares held by Robertson Family Trust U/D/T 5/7/98 for the benefit of Rebecca B. Robertson.