Inogen Inc — Director's Dealing 2014

Feb 13, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Inogen Inc (INGM)
CIK: 0001294133
Period of Report: 2014-02-12

Reporting Person: ARBORETUM VENTURES II LP (10% Owner)
Reporting Person: Arboretum Ventures, 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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10432	Indirect
Common Stock	6954	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Preferred Stock	$0.00		Common Stock (59931)		Indirect
Series E Preferred Stock	$0.00		Common Stock (53548)		Indirect
Series F Preferred Stock	$0.00		Common Stock (33612)		Indirect
Series D Preferred Stock	$0.00		Common Stock (39953)		Indirect
Series E Preferred Stock	$0.00		Common Stock (35698)		Indirect
Series F Preferred Stock	$0.00		Common Stock (22408)		Indirect
Series D Preferred Stock	$0.00		Common Stock (23121)		Indirect
Series F Preferred Stock	$0.00		Common Stock (975846)		Indirect
Series G Preferred Stock	$0.00		Common Stock (345168)		Indirect
Series D Preferred Stock	$0.00		Common Stock (5417)		Indirect
Series F Preferred Stock	$0.00		Common Stock (228636)		Indirect
Series G Preferred Stock	$0.00		Common Stock (80871)		Indirect

Footnotes

F1: Each share of (i) Series D Preferred Stock will automatically convert into 1.879505664 shares of Common Stock, (ii) Series E Preferred Stock will automatically convert into 2.692436975 shares of Common Stock, (iii) Series F Preferred Stock will automatically convert into 1 share of Common Stock, and (iv) Series G Preferred Stock will automatically convert 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.