Inogen Inc — Director's Dealing 2014

Feb 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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
2014-02-20	Common Stock	C	112640	—	Acquired	123072	Indirect
2014-02-20	Common Stock	C	144174	—	Acquired	267246	Indirect
2014-02-20	Common Stock	C	33612	—	Acquired	300858	Indirect
2014-02-20	Common Stock	C	75091	—	Acquired	82045	Indirect
2014-02-20	Common Stock	C	96114	—	Acquired	178159	Indirect
2014-02-20	Common Stock	C	22408	—	Acquired	200567	Indirect
2014-02-20	Common Stock	C	43456	—	Acquired	43456	Indirect
2014-02-20	Common Stock	C	975846	—	Acquired	1019302	Indirect
2014-02-20	Common Stock	C	345168	—	Acquired	1364470	Indirect
2014-02-20	Common Stock	C	10181	—	Acquired	10181	Indirect
2014-02-20	Common Stock	C	228636	—	Acquired	238817	Indirect
2014-02-20	Common Stock	C	80871	—	Acquired	319688	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-20	Series D Preferred Stock	$	C	59931	Disposed		Common Stock (112640)	Indirect
2014-02-20	Series E Preferred Stock	$	C	53548	Disposed		Common Stock (144174)	Indirect
2014-02-20	Series F Preferred Stock	$	C	33612	Disposed		Common Stock (33612)	Indirect
2014-02-20	Series D Preferred Stock	$	C	39953	Disposed		Common Stock (75091)	Indirect
2014-02-20	Series E Preferred Stock	$	C	35698	Disposed		Common Stock (96114)	Indirect
2014-02-20	Series F Preferred Stock	$	C	22408	Disposed		Common Stock (22408)	Indirect
2014-02-20	Series D Preferred Stock	$	C	23121	Disposed		Common Stock (43456)	Indirect
2014-02-20	Series F Preferred Stock	$	C	975846	Disposed		Common Stock (975846)	Indirect
2014-02-20	Series G Preferred Stock	$	C	345168	Disposed		Common Stock (345168)	Indirect
2014-02-20	Series D Preferred Stock	$	C	5417	Disposed		Common Stock (10181)	Indirect
2014-02-20	Series F Preferred Stock	$	C	228636	Disposed		Common Stock (228636)	Indirect
2014-02-20	Series G Preferred Stock	$	C	80871	Disposed		Common Stock (80871)	Indirect

Footnotes

F1: Each share of (i) Series D Preferred Stock automatically converted into 1.879505664 shares of Common Stock, (ii) Series E Preferred Stock automatically converted into 2.692436975 shares of Common Stock, (iii) Series F Preferred Stock automatically converted into 1 share of Common Stock, and (iv) Series G Preferred Stock automatically converted into 1 share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

F2: 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.

F3: 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.

F4: 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.

F5: 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.