Inogen Inc — Director's Dealing 2015

May 11, 2015

SEC Form 4/A — Form 4/A

Issuer: Inogen Inc (INGN)
CIK: 0001294133
Period of Report: 2014-11-05

Reporting Person: Versant Ventures II LLC (10% Owner)
Reporting Person: Versant Venture Capital II, LP (10% Owner)
Reporting Person: Versant Side Fund II, LP (10% Owner)
Reporting Person: Versant Affiliates Fund II-A, LP (10% Owner)
Reporting Person: ATWOOD BRIAN G (10% Owner)
Reporting Person: LINK WILLIAM J PHD (10% Owner)
Reporting Person: MILDER DONALD B (10% Owner)
Reporting Person: COLELLA SAMUEL D (10% Owner)
Reporting Person: JAFFE ROSS A MD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-05	Common Stock	J	3476	$0.00	Disposed	26061	Indirect
2014-11-05	Common Stock	J	389136	$0.00	Disposed	2917544	Indirect
2014-11-05	Common Stock	J	42216	$0.00	Acquired	42216	Indirect
2014-11-05	Common Stock	J	42216	$0.00	Disposed	0	Indirect
2014-11-05	Common Stock	J	194	$0.00	Acquired	9195	Indirect
2014-11-05	Common Stock	J	5594	$0.00	Acquired	14789	Indirect
2014-11-05	Common Stock	J	388	$0.00	Acquired	9584	Indirect
2014-11-05	Common Stock	J	5596	$0.00	Acquired	15180	Indirect
2014-11-05	Common Stock	J	243	$0.00	Acquired	9294	Indirect
2014-11-05	Common Stock	J	5595	$0.00	Acquired	14889	Indirect
2014-11-05	Common Stock	J	243	$0.00	Acquired	9294	Indirect
2014-11-05	Common Stock	J	5595	$0.00	Acquired	14889	Indirect
2014-11-05	Common Stock	J	486	$0.00	Acquired	3174	Indirect
2014-11-05	Common Stock	J	1398	$0.00	Acquired	4572	Indirect
2014-11-06	Common Stock	S	4238	$24.5617	Disposed	58495	Indirect
2014-11-07	Common Stock	S	3150	$23.9499	Disposed	55345	Indirect

Footnotes

F1: Represents a pro-rata in-kind distribution of Common Stock of the Issuer for no consideration by Versant Side Fund II, L.P. ("VSF II") to its partners.

F2: Shares held by VSF II. Versant Ventures II, LLC ("VV II") serves as the sole general partner of VSF II. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden, and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VSF II, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.

F3: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Versant Venture Capital II, L.P. ("VVC II") without consideration to its partners.

F4: Shares held by VVC II. VV II serves as the sole general partner of VVC II. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden, and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VVC II, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.

F5: Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata distribution of Common Stock of the Issuer by VVC II.

F6: The shares are held by VV II. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VV II, however, each disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.

F7: Represents a pro-rata in-kind distibution of Common Stock of the Issuer by VV II without consideration to its members.

F8: The shares are held by the Atwood-Edminster Trust dated 4/2/2000 (the "Trust") for the benefit of Brian G. Atwood. Brian G. Atwood is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F9: The shares are held by Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 for the benefit of Samuel D. Colella. Samuel D. Colella is a general partner of Colella Family Partners and a trustee of Colella Family Trust UTA Dated 9/21/92. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F10: The shares are held by The Jaffe Family Trust (the "Trust") for the benefit of Ross A. Jaffe. Ross A. Jaffe is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F11: The shares are held by The Link Family Trust (the "Trust") for the benefit of William J. Link. William J. Link is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F12: The shares are held by the Milder Community Property Trust (the "Trust") for the benefit of Donald B. Milder. Donald B. Milder is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.

F13: Price reflected is the weighted-average sale price for shares sold. The range of the sale prices for the transaction was $24.13 and $24.87 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or security holder of the Issuer, full information regarding the number of shares sold at each sepate price.

F14: Shares held by Versant Affiliates Fund II-A, L.P. ("VAF II-A"). VV II serves as the sole general partner of VAF II-A. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden, and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.

F15: Price reflected is the weighted-average sale price for shares sold. The range of the sale prices for the transaction was $23.475 and $24.34 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or security holder of the Issuer, full information regarding the number of shares sold at each sepate price.