Ownership Submission
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

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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(Print or Type Responses)
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)
ONE SANSOME STREET, SUITE 3630
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2014
(Street)

SAN FRANCISCO, CA 94104
4. If Amendment, Date Original Filed(Month/Day/Year)
11/07/2014
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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(3)   389,136 D $ 0 2,917,544 I See Footnote (4)
Common Stock 11/05/2014   J(5)   42,216 A $ 0 42,216 I See Footnote (6)
Common Stock 11/05/2014   J(7)   42,216 D $ 0 0 I See Footnote (6)
Common Stock 11/05/2014   J(1)   194 A $ 0 9,195 I By Atwood Edminster Trust (8)
Common Stock 11/05/2014   J(7)   5,594 A $ 0 14,789 I By Atwood Edminster Trust (8)
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 (9)
Common Stock 11/05/2014   J(7)   5,596 A $ 0 15,180 I By Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 (9)
Common Stock 11/05/2014   J(1)   243 A $ 0 9,294 I By The Jaffe Family Trust (10)
Common Stock 11/05/2014   J(7)   5,595 A $ 0 14,889 I By The Jaffe Family Trust (10)
Common Stock 11/05/2014   J(1)   243 A $ 0 9,294 I By The Link Family Trust (11)
Common Stock 11/05/2014   J(7)   5,595 A $ 0 14,889 I By The Link Family Trust (11)
Common Stock 11/05/2014   J(1)   486 A $ 0 3,174 I By Milder Community Property Trust (12)
Common Stock 11/05/2014   J(7)   1,398 A $ 0 4,572 I By Milder Community Property Trust (12)
Common Stock 11/06/2014   S   4,238 D $ 24.5617 (13) 58,495 I See Footnote (14)
Common Stock 11/07/2014   S   3,150 D $ 23.9499 (15) 55,345 I See Footnote (14)

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104
    X    
Versant Venture Capital II, LP
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104
    X    
Versant Side Fund II, LP
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104
    X    
Versant Affiliates Fund II-A, LP
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104
    X    
ATWOOD BRIAN G
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104
    X    
LINK WILLIAM J PHD
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104
    X    
MILDER DONALD B
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104
    X    
COLELLA SAMUEL D
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104
    X    
JAFFE ROSS A MD
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104
    X    

Signatures

 /s/ Robin L. Praeger   05/07/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a pro-rata in-kind distribution of Common Stock of the Issuer for no consideration by Versant Side Fund II, L.P. ("VSF II") to its partners.
(2) Shares held by VSF II. Versant Ventures II, LLC ("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) Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Versant Venture Capital II, L.P. ("VVC II") without consideration to its partners.
(4) Shares held by 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.
(5) Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata distribution of Common Stock of the Issuer by VVC II.
(6) The shares are held by 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 VV 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 therein.
(7) Represents a pro-rata in-kind distibution of Common Stock of the Issuer by VV II without consideration to its members.
(8) 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.
(9) 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.
(10) The shares are held by 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.
(11) The shares are held by 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.
(12) 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.
(13) 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.
(14) Shares held by Versant Affiliates Fund II-A, L.P. ("VAF II-A"). 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.
(15) 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.
 
Remarks:
Filing 2 of 2

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