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*
ARBORETUM VENTURES II LP

(Last) (First) (Middle)
303 DETROIT STREET, SUITE 301

(Street)
ANN ARBOR MI 48104

(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)
09/26/2014
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)
Code V Amount (A) or (D) Price
Common Stock 09/26/2014 S(1) 8,901 D $20.1914(2) 266,358 I see footnote(3)
Common Stock 09/26/2014 S(1) 5,934 D $20.1914(2) 177,567 I see footnote(4)
Common Stock 09/26/2014 S(1) 40,248 D $20.1914(2) 1,208,470 I see footnote(5)
Common Stock 09/26/2014 S(1) 9,417 D $20.1914(2) 283,188 I see footnote(6)
Common Stock 09/29/2014 S(1) 1,380 D $20.1671(7) 264,978 I see footnote(3)
Common Stock 09/29/2014 S(1) 920 D $20.1671(7) 176,647 I see footnote(4)
Common Stock 09/29/2014 S(1) 6,240 D $20.1671(7) 1,202,230 I see footnote(5)
Common Stock 09/29/2014 S(1) 1,460 D $20.1671(7) 281,728 I see footnote(6)
Common Stock 09/30/2014 S(1) 1,380 D $20.5582(8) 263,598 I see footnote(3)
Common Stock 09/30/2014 S(1) 920 D $20.5582(8) 175,727 I see footnote(4)
Common Stock 09/30/2014 S(1) 6,240 D $20.5582(8) 1,195,990 I see footnote(5)
Common Stock 09/30/2014 S(1) 1,460 D $20.5582(8) 280,268 I see footnote(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ARBORETUM VENTURES II LP

(Last) (First) (Middle)
303 DETROIT STREET, SUITE 301

(Street)
ANN ARBOR MI 48104

(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*
Arboretum Ventures 1, LLC

(Last) (First) (Middle)
303 DETROIT STREET, SUITE 301

(Street)
ANN ARBOR MI 48104

(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*
Arboretum Investment Manager, LLC

(Last) (First) (Middle)
303 DETROIT STREET, SUITE 301

(Street)
ANN ARBOR MI 48104

(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*
Arboretum Investment Manager IIa, LLC

(Last) (First) (Middle)
303 DETROIT STREET, SUITE 301

(Street)
ANN ARBOR MI 48104

(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*
Arboretum Ventures 1-A, LLC

(Last) (First) (Middle)
303 DETROIT STREET, SUITE 301

(Street)
ANN ARBOR MI 48104

(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*
ARBORETUM VENTURES 11A LP

(Last) (First) (Middle)
303 DETROIT STREET, SUITE 301

(Street)
ANN ARBOR MI 48104

(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*
Arboretum Investment Manager II, LLC

(Last) (First) (Middle)
303 DETROIT STREET, SUITE 301

(Street)
ANN ARBOR MI 48104

(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*
Garfinkle Jan L.

(Last) (First) (Middle)
303 DETROIT STREET, SUITE 301

(Street)
ANN ARBOR MI 48104

(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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2014.
2. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.0550 to $20.4000 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
3. These shares are held by Arboretum Ventures 1, LLC ("Ventures 1"). Arboretum Investment Manager, LLC ("AIM") serves as the managing member of Ventures 1. Arboretum Ventures, Inc. ("INC") serves as the Manager of AIM. Jan Garfinkle and Timothy Petersen are the sole shareholders of INC and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports.
4. These shares are held by Arboretum Ventures 1-A, LLC ("Ventures 1-A"). AIM serves as the managing member of Ventures 1-A. INC serves as the Manager of AIM. Jan Garfinkle and Timothy Petersen are the sole shareholders of INC and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports.
5. These shares are held by Arboretum Ventures II, L.P ("Ventures II"). Arboretum Investment Manager II, LLC ("AIM II") serves as the general partner of Ventures II. Jan Garfinkle and Timothy Petersen are the managing members of AIM II and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports.
6. These shares are held by Arboretum Ventures IIa, L.P ("Ventures IIa). AIM II serves as the sole manager of Arboretum Investment Manager IIa, LLC ("AIM IIa"), which serves as the general partner of Ventures IIa. Jan Garfinkle and Timothy Petersen are the managing members of AIM II and share the power to vote or dispose of these shares and therefore may be deemed to have voting and investment power with respect to such shares; however, they disclaim beneficial ownership of the shares except to the extent of their pecuniary interests therein. Timothy Petersen is a director of the Issuer and, accordingly, files separate Section 16 reports.
7. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.130 to $20.260 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
8. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.500 to $20.695 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
Remarks:
/s/ Marcy Marshall as attorney-in-fact 09/30/2014
** 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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