Sec Form 4 Filing - Versant Ventures II LLC @ Inogen Inc - 2014-10-09

Insider filing report for Changes in Beneficial Ownership
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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)
10/09/2014
(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 62,733 I See Footnote ( 1 )
Common Stock 29,537 I See Footnote ( 2 )
Common Stock 3,306,680 I See Footnote ( 3 )
Common Stock 9,001 I By Atwood Edminster Trust ( 4 )
Common Stock 9,196 I By Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 ( 5 )
Common Stock 9,051 I By The Jaffe Family Trust ( 6 )
Common Stock 9,051 I By The Link Family Trust ( 7 )
Common Stock 2,688 I By Milder Community Property Trust ( 8 )
Common Stock 10/09/2014 S 1,756 D $ 20.8255 ( 9 ) 0 I By Lubash Moses LLC
Common Stock 10/09/2014 S 144 D $ 20.8255 ( 10 ) 0 I By Evan Michael Moses Trust
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
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
ATWOOD BRIAN G
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
Signatures
/s/ Robin L. Praeger 10/14/2014
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
Robin L. Praeger 10/08/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Shares held by Versant Side Fund II, L.P. ("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 )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.
( 4 )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.
( 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 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 )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.
( 8 )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.
( 9 )The shares were previously held Lubash Moses LLC for the benefit of Barbara N. Lubash (the "LLC") for the benefit of Barbara N. Lubash. Barbara N. Lubash is a manager of the LLC. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.65 and $21.025 per share. The 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.
( 10 )The shares were previously held by the Evan Michael Moses Trust (the "Trust") for the benefit of Barbara N. Lubash, or one or more of her family members. Barbara N. Lubash is a trustee of the Trust. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.65 and $21.025 per share. The 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.

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