Inogen (INGN) Form 4 Inogen / Heather D. Rider ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rider Heather D.

(Last) (First) (Middle)

C/O INOGEN, INC.

326 BOLLAY DRIVE

(Street)

GOLETA CA 93117

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2018

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. 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	02/26/2018		M		2,222	A	$18.93	3,222	D
Common Stock	02/26/2018		M		3,000	A	$43.21	6,222	D
Common Stock	02/26/2018		S(1)		3,303	D	$130.7065(2)	2,919	D
Common Stock	02/26/2018		S(1)		1,277	D	$131.4931(3)	1,642	D
Common Stock	02/26/2018		S(1)		642	D	$132.6069(4)	1,000	D
Common Stock								2,000	I	By spouse

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 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: 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
Stock Option (right to buy)	$18.93	02/26/2018		M			2,222	(5)	08/15/2021(6)	Common Stock	2,222	$0.00	0	D
Stock Option (right to buy)	$43.21	02/26/2018		M			3,000	(7)	10/13/2022	Common Stock	3,000	$0.00	7,000	D

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 November 21, 2017.

2. Represents the weighted average share price of an aggregate total of 3,303 shares sold in the price range of $130.21 to $131.17 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. Represents the weighted average share price of an aggregate total of 1,277 shares sold in the price range of $131.22 to $131.99 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. Represents the weighted average share price of an aggregate total of 642 shares sold in the price range of $132.17 to $132.95 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. Subject to the reporting person's continuing service, one twenty-fourth (1/24th) of the shares subject to the option shall vest each month on the same day as the vesting commencement date, such that the shares subject to the option shall become fully vested and exercisable on the second (2nd) anniversary of the vesting commencement date. The vesting commencement date for this option is August 15, 2014.

6. Previously filed form 4 reported an incorrect expiration date.

7. Subject to reporting person's continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan), 1/12th of the total shares subject to the option shall vest monthly, beginning with the first month anniversary after the vesting commencement date, but will vest fully on the date of the next Annual Meeting of the Issuer's stockholders held after the vesting commencement date. The vesting commencement date for this option is October 14, 2015.

Remarks:

	/s/ Alison Bauerlein, as Attorney-in-Fact	02/27/2018
	** 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).
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