Sec Form 4 Filing - Versant Ventures II LLC @ Inogen Inc - 2014-09-09

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) 09/09/2014 (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 09/09/2014 S 7,388 D $ 23.2496 ( 1 ) 62,733 I see footnore ( 2 ) Common Stock 09/09/2014 J( 3 ) 3,476 D $ 0 29,537 I see footnote ( 4 ) Common Stock 09/09/2014 J( 5 ) 389,136 D $ 0 3,306,680 I see footnote ( 6 ) Common Stock 09/09/2014 J( 7 ) 194 A $ 0 194 I see footnote ( 8 ) Common Stock 09/09/2014 J( 7 ) 388 A $ 0 388 I see footnote ( 9 ) Common Stock 09/09/2014 J( 7 ) 243 A $ 0 243 I see footnote ( 10 ) Common Stock 09/09/2014 J( 7 ) 243 A $ 0 243 I see footnote ( 11 ) Common Stock 09/09/2014 J( 7 ) 486 A $ 0 486 I see footnote ( 12 ) Common Stock 09/09/2014 J( 7 ) 243 A $ 0 243 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 (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 LINK WILLIAM J PHD 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X LUBASH BARBARA N 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X MILDER DONALD B 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X COLELLA SAMUEL D 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X JAFFE ROSS A MD 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X ATWOOD BRIAN G 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X Versant Venture Capital II, LP 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X Versant Side Fund II, LP 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X Versant Affiliates Fund II-A, LP 3000 SAND HILL ROAD, STE 4-210 MENLO PARK, CA94025 X Signatures /s/ Robin L. Praeger 09/11/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $22.71 to $23.91 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. ( 2 )Shares held by Versant Affiliates Fund II-A, L.P. ("VAF II-A"). Versant Ventures II, LLC ("VVC 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 VVC 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. ( 3 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer to the partners of Versant Side Fund II, L.P. ("VSF II") without the receipt of consideration. ( 4 )Shares held by VSF II. VVC 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 VVC 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. ( 5 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer to the partners of Versant Venture Capital II, L.P. ("VV II") without the receipt of consideration. ( 6 )Shares held by VV II. VVC II serves as the sole general partner of 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 VVC 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. ( 7 )Represents receipt of an in-kind distribution of Common Stock from VSF II to its limited partners. ( 8 )Shares held by Atwood-Edminster Trust dated 4/2/2000 for the benefit of Brian G. Atwood. ( 9 )Shares held by Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 for the benefit of Samuel D. Colella. ( 10 )Shares held by Jaffe Family Trust for the benefit of Ross A. Jaffe. ( 11 )Shares held by Link Family Trust, dated May 19, 2005 for the benefit of William J. Link. ( 12 )Shares held by Milder Community Property Trust Dated 11/7/91, as amended and restated 11/20/98 for the benefit of Donald B. Milder. ( 13 )Shares held by Robertson Family Trust U/D/T 5/7/98 for the benefit of Rebecca B. Robertson.

Remarks: 1 of 2

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