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

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OMB Number:

3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Petersen Timothy

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

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

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

(Last)

(First)

(Middle)

303 DETROIT STREET, SUITE 301

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2014

(Street)

ANN ARBOR, MI 48104

4. If Amendment, Date 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

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2014		C		112,640	A	⁽¹⁾	123,072	I	See Footnote ⁽²⁾
Common Stock	02/20/2014		C		144,174	A	⁽¹⁾	267,246	I	See Footnote ⁽²⁾
Common Stock	02/20/2014		C		33,612	A	⁽¹⁾	300,858	I	See Footnote ⁽²⁾
Common Stock	02/20/2014		C		75,091	A	⁽¹⁾	82,045	I	See Footnote ⁽³⁾
Common Stock	02/20/2014		C		96,114	A	⁽¹⁾	178,159	I	See Footnote ⁽³⁾
Common Stock	02/20/2014		C		22,408	A	⁽¹⁾	200,567	I	See Footnote ⁽³⁾
Common Stock	02/20/2014		C		43,456	A	⁽¹⁾	43,456	I	See Footnote ⁽⁴⁾
Common Stock	02/20/2014		C		975,846	A	⁽¹⁾	1,019,302	I	See Footnote ⁽⁴⁾
Common Stock	02/20/2014		C		345,168	A	⁽¹⁾	1,364,470	I	See Footnote ⁽⁴⁾
Common Stock	02/20/2014		C		10,181	A	⁽¹⁾	10,181	I	See Footnote ⁽⁵⁾
Common Stock	02/20/2014		C		228,636	A	⁽¹⁾	238,817	I	See Footnote ⁽⁵⁾
Common Stock	02/20/2014		C		80,871	A	⁽¹⁾	319,688	I	See Footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Preferred Stock

⁽¹⁾

02/20/2014

59,931

⁽¹⁾

Common Stock

112,640

$ 0

See Footnote ⁽²⁾

Series E Preferred Stock

⁽¹⁾

02/20/2014

53,548

⁽¹⁾

Common Stock

144,174

$ 0

See Footnote ⁽²⁾

Series F Preferred Stock

⁽¹⁾

02/20/2014

33,612

⁽¹⁾

Common Stock

33,612

$ 0

See Footnote ⁽²⁾

Series D Preferred Stock

⁽¹⁾

02/20/2014

39,953

⁽¹⁾

Common Stock

75,091

$ 0

See Footnote ⁽³⁾

Series E Preferred Stock

⁽¹⁾

02/20/2014

35,698

⁽¹⁾

Common Stock

96,114

$ 0

See Footnote ⁽³⁾

Series F Preferred Stock

⁽¹⁾

02/20/2014

22,408

⁽¹⁾

Common Stock

22,408

$ 0

See Footnote ⁽³⁾

Series D Preferred Stock

⁽¹⁾

02/20/2014

23,121

⁽¹⁾

Common Stock

43,456

$ 0

See Footnote ⁽⁴⁾

Series F Preferred Stock

⁽¹⁾

02/20/2014

975,846

⁽¹⁾

Common Stock

975,846

$ 0

See Footnote ⁽⁴⁾

Series G Preferred Stock

⁽¹⁾

02/20/2014

345,168

⁽¹⁾

Common Stock

345,168

$ 0

See Footnote ⁽⁴⁾

Series D Preferred Stock

⁽¹⁾

02/20/2014

5,417

⁽¹⁾

Common Stock

10,181

$ 0

See Footnote ⁽⁵⁾

Series F Preferred Stock

⁽¹⁾

02/20/2014

228,636

⁽¹⁾

Common Stock

228,636

$ 0

See Footnote ⁽⁵⁾

Series G Preferred Stock

⁽¹⁾

02/20/2014

80,871

⁽¹⁾

Common Stock

80,871

$ 0

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, MI 48104	X	X

Signatures

Timothy B. Petersen		02/21/2014
^**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)	Each share of (i) Series D Preferred Stock automatically converted into 1.879505664 shares of Common Stock, (ii) Series E Preferred Stock automatically converted into 2.692436975 shares of Common Stock, (iii) Series F Preferred Stock automatically converted into 1 share of Common Stock, and (iv) Series G Preferred Stock automatically converted 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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