SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Novo A/S

(Last)

(First)

(Middle)

TUBORG HAVNEVEJ 19

(Street)

HELLERUP

2900

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2014

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	88,393	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
SERIES B PREFERRED STOCK	⁽¹⁾	⁽¹⁾	COMMON STOCK	30,839⁽¹⁾	⁽¹⁾	D
SERIES C PREFERRED STOCK	⁽¹⁾	⁽¹⁾	COMMON STOCK	1,967⁽¹⁾	⁽¹⁾	D
SERIES D PREFERRED STOCK	⁽¹⁾	⁽¹⁾	COMMON STOCK	914,516⁽¹⁾	⁽¹⁾	D
SERIES E PREFERRED STOCK	⁽¹⁾	⁽¹⁾	COMMON STOCK	1,363,283⁽¹⁾	⁽¹⁾	D
SERIES F PREFERRED STOCK	⁽¹⁾	⁽¹⁾	COMMON STOCK	1,260,504⁽¹⁾	⁽¹⁾	D
SERIES G PREFERRED STOCK	⁽¹⁾	⁽¹⁾	COMMON STOCK	2,376,947⁽¹⁾	⁽¹⁾	D
COMMON STOCK WARRANT (RIGHT TO BUY)	04/27/2007	04/27/2017	COMMON STOCK	26,365	$0.3	D
COMMON STOCK WARRANT (RIGHT TO BUY)	05/31/2007	05/31/2017	COMMON STOCK	19,022	$0.3	D
COMMON STOCK WARRANT (RIGHT TO BUY)	06/22/2007	06/22/2017	COMMON STOCK	12,681	$0.3	D
COMMON STOCK WARRANT (RIGHT TO BUY)	07/17/2007	07/17/2017	COMMON STOCK	5,570	$0.3	D
COMMON STOCK WARRANT (RIGHT TO BUY)	08/06/2007	08/06/2017	COMMON STOCK	2,727	$0.3	D
COMMON STOCK WARRANT (RIGHT TO BUY)	10/05/2007	10/19/2017	COMMON STOCK	52,018	$0.3	D
COMMON STOCK WARRANT (RIGHT TO BUY)	02/27/2009	02/26/2019	COMMON STOCK	11,488	$0.3	D

Explanation of Responses:

1. Series B, C, D, E, F and G Preferred Stock (collectively, the "Preferred Stock") has no expiration date and is convertible at any time, at the holder's election. Upon the closing of the Issuer's initial public offering, the Preferred Stock will automatically convert into shares of the Issuer's Common Stock based on the Applicable Conversion Price (as defined in the Issuer's Twelfth Amended and Restated Certificate of Incorporation).

Remarks:

Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), currently is comprised of Sten Scheibye, Goran Ando, Jorgen Boe, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.

	/s/ Thorkil Kastberg Christensen, Chief Financial Officer of Novo A/S	02/12/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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