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: ROBERTSON REBECCA B (10% Owner)
Reporting Person: LUBASH BARBARA N (10% Owner)
Reporting Person: Bolzon Bradley J PhD (10% Owner)
Reporting Person: Warden Charles M (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	243	$0.00	Acquired	243	Indirect
2014-11-05	Common Stock	J	2798	$0.00	Acquired	3041	Indirect
2014-11-05	Common Stock	J	5596	$0.00	Acquired	5596	Indirect
2014-11-05	Common Stock	J	5199	$0.00	Acquired	13640	Indirect
2014-11-05	Common Stock	J	1469	$0.00	Acquired	3782	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 Robertson Family Trust (the "Trust") for the benefit of Rebecca B. Robertson. Rebecca B. Robertson is a trustee of the Trust.

F9: The shares are held Lubash Moses LLC for the benefit of Barbara N. Lubash (the "LLC") for the benefit of Barbara N. Lubash. Barbara N. Lubash is a manager of the LLC.

F10: The shares are held by the Evan Michael Moses Trust for the benefit of Barbara N. Lubash.

F11: The shares are held by Bradley J. Bolzon.

F12: The shares are held by Charles M. Warden.

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.