Sec Form 4 Filing - Versant Ventures II LLC @ Inogen Inc - 2014-11-05

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Versant Ventures II LLC 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) (Last) (First) (Middle) 3000 SAND HILL ROAD, STE 4-210 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2014 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/05/2014 J( 1 ) 3,476 D $ 0 26,061 I See Footnote ( 2 ) Common Stock 11/05/2014 J( 1 ) 194 A $ 0 9,195 I By Atwood Edminster Trust ( 3 ) Common Stock 11/05/2014 J( 4 ) 5,594 A $ 0 14,789 I By Atwood Edminster Trust ( 3 ) Common Stock 11/05/2014 J( 1 ) 388 A $ 0 9,584 I By Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 ( 5 ) Common Stock 11/05/2014 J( 4 ) 5,596 A $ 0 15,180 I By Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 ( 5 ) Common Stock 11/05/2014 J( 1 ) 243 A $ 0 9,294 I By The Jaffe Family Trust ( 6 ) Common Stock 11/05/2014 J( 4 ) 5,595 A $ 0 ( 7 ) 14,889 I By The Jaffe Family Trust ( 6 ) Common Stock 11/05/2014 J( 1 ) 243 A $ 0 ( 7 ) 9,294 I By The Link Family Trust ( 8 ) Common Stock 11/05/2014 J( 4 ) 5,595 A $ 0 14,889 I By The Link Family Trust ( 8 ) Common Stock 11/05/2014 J( 1 ) 486 A $ 0 3,174 I By Milder Community Property Trust ( 9 ) Common Stock 11/05/2014 J( 4 ) 1,398 A $ 0 4,572 I By Milder Community Property Trust ( 9 ) Common Stock 11/06/2014 S 4,238 D $ 24.5617 ( 7 ) 58,495 I See Footnote ( 10 ) Common Stock 11/07/2014 S 3,150 D $ 23.9499 ( 11 ) 55,345 I See Footnote ( 10 ) Common Stock 3,306,680 I See Footnote ( 12 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Versant Ventures II LLC 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X Versant Venture Capital II, LP ONE SANSOME STREET SAN FRANCISCO, CA94104 X Versant Side Fund II, LP ONE SANSOME STREET SAN FRANCISCO, CA94104 X Versant Affiliates Fund II-A, LP ONE SANSOME STREET SAN FRANCISCO, CA94104 X ATWOOD BRIAN G ONE SANSOME STREET SAN FRANCISCO, CA94104 X LINK WILLIAM J PHD ONE SANSOME STREET SAN FRANCISCO, CA94104 X MILDER DONALD B ONE SANSOME STREET SAN FRANCISCO, CA94104 X COLELLA SAMUEL D ONE SANSOME STREET SAN FRANCISCO, CA94104 X JAFFE ROSS A MD ONE SANSOME STREET SAN FRANCISCO, CA94104 X ROBERTSON REBECCA B ONE SANSOME STREET SAN FRANCISCO, CA94104 X Signatures /s/ Robin L. Praeger 11/07/2014 Signature of Reporting Person Date Robin L. Praeger 10/08/2014 Signature of Reporting Person Date Robin L. Praeger 10/08/2014 Signature of Reporting Person Date Robin L. Praeger 10/08/2014 Signature of Reporting Person Date Robin L. Praeger 10/08/2014 Signature of Reporting Person Date Robin L. Praeger 10/08/2014 Signature of Reporting Person Date Robin L. Praeger 10/08/2014 Signature of Reporting Person Date Robin L. Praeger 10/08/2014 Signature of Reporting Person Date Robin L. Praeger 10/08/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer Versant Side Fund II, L.P. ("VSF II") without consideration to its partners. ( 2 )Shares held by VSF II. 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 )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. ( 4 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by VV II without consideration to its members. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )Shares held by Versant Affiliates Fund II-A, L.P. ("VAF II-A"). Versant Ventures II, LLC ("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. ( 11 )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. ( 12 )Shares held by Versant Venture Capital II, L.P. ("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.

Remarks: Filing 1 of 2

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