Edgar Filing: Inogen Inc

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Petersen Timothy

2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2014

3. Issuer Name and Ticker or Trading Symbol
Inogen Inc [INGN]

(Last)

(First)

(Middle)

303 DETROIT STREET, SUITE 301

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ANN ARBOR,Â MIÂ 48104

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,432	I	See Footnote ⁽²⁾
Common Stock	6,954	I	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	59,931	$ 0	I	See Footnote ⁽²⁾
Series E Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	53,548	$ 0	I	See Footnote ⁽²⁾
Series F Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	33,612	$ 0	I	See Footnote ⁽²⁾
Series D Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	39,953	$ 0	I	See Footnote ⁽³⁾
Series E Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	35,698	$ 0	I	See Footnote ⁽³⁾
Series F Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	22,408	$ 0	I	See Footnote ⁽³⁾
Series D Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	23,121	$ 0	I	See Footnote ⁽⁴⁾
Series F Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	975,846	$ 0	I	See Footnote ⁽⁴⁾
Series G Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	345,168	$ 0	I	See Footnote ⁽⁴⁾
Series D Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	5,417	$ 0	I	See Footnote ⁽⁵⁾
Series F Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	228,636	$ 0	I	See Footnote ⁽⁵⁾
Series G Preferred Stock	02/12/2014	Â ⁽¹⁾	Common Stock	80,871	$ 0	I	See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Petersen Timothy 303 DETROIT STREET, SUITE 301 ANN ARBOR,Â MIÂ 48104	Â X	Â X	Â	Â

Signatures

Timothy B. Petersen		02/12/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each share of (i) Series D Preferred Stock will automatically convert into 1.879505664 shares of Common Stock, (ii) Series E Preferred Stock will automatically convert into 2.692436975 shares of Common Stock, (iii) Series F Preferred Stock will automatically convert into 1 share of Common Stock, and (iv) Series G Preferred Stock will automatically convert into 1 share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(2)	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. Timothy Petersen is a shareholder of INC and may be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.
(3)	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. Timothy Petersen is a shareholder of INC and may be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.
(4)	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. Timothy Petersen is a managing member of AIM II and may be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.
(5)	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. Timothy Petersen is a managing member of AIM II and may be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

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