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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ARBORETUM VENTURES II LP
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)

303 DETROIT STREET, SUITE 301
3. Date of Earliest Transaction (MM/DD/YYYY)

9/18/2014
(Street)

ANN ARBOR, MI 48104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/18/2014     S (1)    1913   D $21.4698   (2) 291336   I   see footnote   (3)
Common Stock   9/18/2014     S (1)    1276   D $21.4698   (2) 194219   I   see footnote   (4)
Common Stock   9/18/2014     S (1)    8652   D $21.4698   (2) 1321414   I   see footnote   (5)
Common Stock   9/18/2014     S (1)    2024   D $21.4698   (2) 309614   I   see footnote   (6)
Common Stock   9/19/2014     S (1)    3657   D $21.0154   (7) 287679   I   see footnote   (3)
Common Stock   9/19/2014     S (1)    2438   D $21.0154   (7) 191781   I   see footnote   (4)
Common Stock   9/19/2014     S (1)    16536   D $21.0154   (7) 1304878   I   see footnote   (5)
Common Stock   9/19/2014     S (1)    3869   D $21.0154   (7) 305745   I   see footnote   (6)
Common Stock   9/22/2014     S (1)    897   D $20.3304   (8) 286782   I   see footnote   (3)
Common Stock   9/22/2014     S (1)    598   D $20.3304   (8) 191183   I   see footnote   (4)
Common Stock   9/22/2014     S (1)    4056   D $20.3304   (8) 1300822   I   see footnote   (5)
Common Stock   9/22/2014     S (1)    949   D $20.3304   (8) 304796   I   see footnote   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

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 $21.1100 to $21.8700 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 $20.850 to $21.300 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 $20.000 to $20.800 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ARBORETUM VENTURES II LP
303 DETROIT STREET, SUITE 301
ANN ARBOR, MI 48104

X

Arboretum Ventures 1, LLC
303 DETROIT STREET, SUITE 301
ANN ARBOR, MI 48104

X

Arboretum Investment Manager, LLC
303 DETROIT STREET, SUITE 301
ANN ARBOR, MI 48104

X

Arboretum Investment Manager IIa, LLC
303 DETROIT STREET, SUITE 301
ANN ARBOR, MI 48104

X

Arboretum Ventures 1-A, LLC
303 DETROIT STREET, SUITE 301
ANN ARBOR, MI 48104

X

ARBORETUM VENTURES 11A LP
303 DETROIT STREET, SUITE 301
ANN ARBOR, MI 48104

X

Arboretum Investment Manager II, LLC
303 DETROIT STREET, SUITE 301
ANN ARBOR, MI 48104

X

Garfinkle Jan L.
303 DETROIT STREET, SUITE 301
ANN ARBOR, MI 48104

X


Signatures
/s/ Marcy Marshall as attorney-in-fact 9/22/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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