Inogen Inc — Director's Dealing 2015

Aug 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Inogen Inc (INGN)
CIK: 0001294133
Period of Report: 2015-08-17

Reporting Person: Myers Byron (Vice President, Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-17	Common Stock	M	2000	$2.40	Acquired	48332	Direct
2015-08-17	Common Stock	M	5000	$2.40	Acquired	53332	Direct
2015-08-17	Common Stock	M	5000	$0.60	Acquired	58332	Direct
2015-08-17	Common Stock	M	10000	$2.40	Acquired	68332	Direct
2015-08-17	Common Stock	S	3300	$50.1543	Disposed	65032	Direct
2015-08-17	Common Stock	S	1700	$51.1444	Disposed	63332	Direct
2015-08-17	Common Stock	S	6400	$50.1405	Disposed	56932	Direct
2015-08-17	Common Stock	S	3400	$51.0044	Disposed	53532	Direct
2015-08-17	Common Stock	S	200	$51.72	Disposed	53332	Direct
2015-08-17	Common Stock	S	11900	$50.1974	Disposed	41432	Direct
2015-08-17	Common Stock	S	5100	$51.1069	Disposed	36332	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-17	Stock Option (right to buy)	$0.60	M	5000	Disposed	2019-02-10	Common Stock (5000)	Direct
2015-08-17	Stock Option (right to buy)	$2.40	M	17000	Disposed	2018-03-27	Common Stock (17000)	Direct

Footnotes

F1: Due to a scrivener's error, the form 4 filed on March 16, 2015 incorrectly stated the securities beneficially owned as 43,332 when in fact the amount beneficially owned by reporting person was 46,332.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 15, 2015.

F3: Represents the weighted average share price of an aggregate total of 3,300 shares sold in the price range of $49.74 to $50.70 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: Represents the weighted average share price of an aggregate total of 1,700 shares sold in the price range of $50.77 to $51.72 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F5: Represents the weighted average share price of an aggregate total of 6,400 shares sold in the price range of $49.66 to $50.64 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F6: Represents the weighted average share price of an aggregate total of 3,400 shares sold in the price range of $50.67 to $51.53 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F7: Represents the weighted average share price of an aggregate total of 11,900 shares sold in the price range of $49.72 to $50.70 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F8: Represents the weighted average share price of an aggregate total of 5,100 shares sold in the price range of $50.7650 to $51.72 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F9: Subject to the reporting person's continuing service, twenty-five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the vesting commencement date, and thereafter, one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month on the same day as the vesting commencement date, such that the shares subject to the option shall become fully vested and exercisable on the fourth (4th) anniversary of the vesting commencement date. The vesting commencement date for this option is February 10, 2009. This option is fully vested as of February 10, 2013.

F10: Subject to the reporting person's continuing service, one forty-eighth (1/48th) of the shares subject to the option shall vest each month on the same day as the vesting commencement date, such that the shares subject to the option shall become fully vested and exercisable on the fourth (4th) anniversary of the vesting commencement date. The vesting commencement date for this option is January 1, 2008. This option is fully vested as of January 1, 2012.