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: Cooper Stephen E. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Common Stock	C	121783	—	Acquired	121783	Indirect
2014-02-20	Common Stock	S	15428	$14.88	Disposed	106355	Indirect
2014-02-20	Common Stock	C	26336	—	Acquired	26336	Indirect
2014-02-20	Common Stock	S	3423	$14.88	Disposed	22913	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-20	Series A Preferred Stock	$	C	48333	Disposed		Common Stock (49159)	Indirect
2014-02-20	Series B Preferred Stock	$	C	19997	Disposed		Common Stock (29017)	Indirect
2014-02-20	Series C Preferred Stock	$	C	5125	Disposed		Common Stock (8867)	Indirect
2014-02-20	Series D Preferred Stock	$	C	18484	Disposed		Common Stock (34740)	Indirect
2014-02-20	Series C Preferred Stock	$	C	13564	Disposed		Common Stock (23467)	Indirect
2014-02-20	Series D Preferred Stock	$	C	333	Disposed		Common Stock (626)	Indirect
2014-02-20	Series E Preferred Stock	$	C	833	Disposed		Common Stock (2243)	Indirect

Footnotes

F1: Each share of (i) Series A Preferred Stock will automatically convert into 1.017087063 shares of the Issuer's Common stock, (ii) Series B Preferred Stock will automatically convert into 1.451080982 shares of the Issuer's Common Stock, (iii) Series C Preferred Stock will automatically convert into 1.730144671 shares of the Issuer's Common Stock, (iv) Series D Preferred Stock will automatically convert into 1.879505664 shares of the Issuer's Common Stock, and (v) 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 Stephen E. Cooper and Susan D. Cooper, as trustees of the Cooper Revocable Trust dated July 26, 1996.

F3: Shares held by the Stephen E. Cooper Family Partnership in which the reporting person is the General Partner and has voting and dispositive power over such shares.