Inogen Inc — Director's Dealing 2014

Feb 13, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: LARSEN CHARLES E (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15231	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$0.00		Common Stock (142207)		Indirect
Series D Preferred Stock	$0.00		Common Stock (128730)		Indirect
Series E Preferred Stock	$0.00		Common Stock (132528)		Indirect
Warrant to Purchase Shares of Series C Preferred Stock	$17.58		Common Stock (2533)		Indirect

Footnotes

F1: Shares held by AMV Partners I, L.P. ("AMV"). AMV has sole voting and dispositive power over the shares, except that (i) Accuitive Medical Ventures, LLC (AMV LLC"), the general partner of AMV, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing member of AMV LLC, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

F2: Each share of (i) Series C Preferred Stock will automatically convert into 1.730144671 shares of the Issuer's Common Stock, (ii) Series D Preferred Stock will automatically convert into 1.879505664 shares of the Issuer's Common Stock, and (iii) 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.

F3: This Warrant to Purchase Shares of Series C Preferred Stock shall expire on the earlier of May 31, 2015 or the closing of the Issuer's initial public offering.