Inogen Inc — Director's Dealing 2014

Feb 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Inogen Inc (INGN)
CIK: 0001294133
Period of Report: 2014-02-20

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Common Stock	C	69209	—	Acquired	70120	Indirect
2014-02-20	Common Stock	C	32586	—	Acquired	33013	Indirect
2014-02-20	Common Stock	C	3647718	—	Acquired	3695816	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-20	Series B Preferred Stock	$	C	6216	Disposed		Common Stock (9019)	Indirect
2014-02-20	Series C Preferred Stock	$	C	3271	Disposed		Common Stock (5658)	Indirect
2014-02-20	Series D Preferred Stock	$	C	10395	Disposed		Common Stock (19536)	Indirect
2014-02-20	Series E Preferred Stock	$	C	12998	Disposed		Common Stock (34996)	Indirect
2014-02-20	Series B Preferred Stock	$	C	2927	Disposed		Common Stock (4247)	Indirect
2014-02-20	Series C Preferred Stock	$	C	1539	Disposed		Common Stock (2662)	Indirect
2014-02-20	Series D Preferred Stock	$	C	4895	Disposed		Common Stock (9200)	Indirect
2014-02-20	Series E Preferred Stock	$	C	6120	Disposed		Common Stock (16477)	Indirect
2014-02-20	Series B Preferred Stock	$	C	327556	Disposed		Common Stock (475310)	Indirect
2014-02-20	Series C Preferred Stock	$	C	172421	Disposed		Common Stock (298312)	Indirect
2014-02-20	Series D Preferred Stock	$	C	547941	Disposed		Common Stock (1029858)	Indirect
2014-02-20	Series E Preferred Stock	$	C	684970	Disposed		Common Stock (1844238)	Indirect

Footnotes

F1: Each share of (i) Series B Preferred Stock will automatically convert into 1.451080982 shares of the Issuer's Common Stock, (ii) Series C Preferred Stock will automatically convert into 1.730144671 shares of the Issuer's Common Stock, (iii) Series D Preferred Stock will automatically convert into 1.879505664 shares of the Issuer's Common Stock, and (iv) Series E Preferred Stock will automatically convert into 2.692436975 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

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. William J. Link, Ph.D. is a director of the Issuer and, accordingly, files separate Section 16 reports.

F3: Shares held by Versant Side Fund II, L.P. ("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 VAF II-A, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares. William J. Link, Ph.D. is a director of the Issuer and, accordingly, files separate Section 16 reports.

F4: Shares held by Versant Venture Capital II, L.P. ("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 VAF II-A, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares. William J. Link, Ph.D. is a director of the Issuer and, accordingly, files separate Section 16 reports.