SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Versant Ventures II LLC

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Inogen Inc [ INGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/12/2014		J⁽¹⁾		6,952	D	$0.00	19,109	I	See Footnote⁽²⁾
Common Stock	11/12/2014		J⁽³⁾		778,272	D	$0.00	2,528,408	I	See Footnote⁽⁴⁾
Common Stock	11/12/2014		J⁽³⁾		113,112	A	$0.00	113,112	I	See Footnote⁽⁵⁾
Common Stock	11/12/2014		J⁽⁶⁾		113,112	D	$0.00	0	I	See Footnote⁽⁵⁾
Common Stock	11/12/2014		J⁽⁶⁾		14,929	A	$0.00	27,117	I	By Colella Family Partners and Colella Family Trust UTA Dated 9/21/92⁽⁷⁾
Common Stock	11/12/2014		J⁽¹⁾		776	A	$0.00	27,893	I	By Colella Family Partners and Colella Family Trust UTA Dated 9/21/92⁽⁷⁾
Common Stock	11/12/2014		J⁽⁶⁾		14,932	A	$0.00	29,721	I	By Atwood Edminster Trust⁽⁸⁾
Common Stock	11/12/2014		J⁽¹⁾		388	A	$0.00	30,109	I	By Atwood Edminster Trust⁽⁸⁾
Common Stock	11/12/2014		J⁽⁶⁾		14,929	A	$0.00	29,818	I	By The Jaffe Family Trust⁽⁹⁾
Common Stock	11/12/2014		J⁽¹⁾		486	A	$0.00	30,304	I	By The Jaffe Family Trust⁽⁹⁾
Common Stock	11/12/2014		J⁽⁶⁾		14,929	A	$0.00	29,818	I	By The Link Family Trust⁽¹⁰⁾
Common Stock	11/12/2014		J⁽¹⁾		486	A	$0.00	30,304	I	By The Link Family Trust⁽¹⁰⁾
Common Stock	11/12/2014		J⁽⁶⁾		3,733	A	$0.00	8,305	I	By Milder Community Property Trust⁽¹¹⁾
Common Stock	11/12/2014		J⁽¹⁾		972	A	$0.00	9,277	I	By Milder Community Property Trust⁽¹¹⁾
Common Stock	11/13/2014		S		5,505	D	$25.1814⁽¹²⁾	49,840	I	See Footnote⁽¹³⁾
Common Stock	11/14/2014		S		3,928	D	$25.0627⁽¹⁴⁾	45,912	I	See Footnote⁽¹³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Versant Ventures II LLC

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Venture Capital II, LP

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Side Fund II, LP

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Affiliates Fund II-A, LP

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATWOOD BRIAN G

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LINK WILLIAM J PHD

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MILDER DONALD B

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COLELLA SAMUEL D

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JAFFE ROSS A MD

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ROBERTSON REBECCA B

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Versant Side Fund II, L.P. ("VSF II") without consideration to its partners.

2. The shares are 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.

3. 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.

4. The shares are 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.

5. 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 in such shares.

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

7. 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.

8. 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.

9. The shares are held by the 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.

10. The shares are held by the 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.

11. 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.

12. Price reflected is the weighted-average sale price for shares sold. The range of the sale prices for the transaction was $25.00 and $25.67 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 separate price.

13. The shares are 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.

14. Price reflected is the weighted-average sale price for shares sold. The range of the sale prices for the transaction was $25.00 and $25.16 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 separate price.

Remarks:

Filing 1 of 2

	/s/ Robin L. Praeger	11/14/2014
	Robin L. Praeger	11/12/2014
	Robin L. Praeger	11/12/2014
	Robin L. Praeger	11/12/2014
	Robin L. Praeger	11/12/2014
	Robin L. Praeger	11/12/2014
	Robin L. Praeger	11/12/2014
	Robin L. Praeger	11/12/2014
	Robin L. Praeger	11/12/2014
	Robin L. Praeger	11/12/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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