UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. )*

 

Inogen, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45780L104

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons.
Versant Affiliates Fund II-A, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
31,334 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
31,334 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,334 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.2% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)   This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   VV II serves as the sole general partner of VAF II-A and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and BNL are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A; however, they disclaim beneficial ownership of the shares held by VAF II-A except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)   This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

2


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons.
Versant Side Fund II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
14,764 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
14,764 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,764 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.1% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)   This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   VV II serves as the sole general partner of VSF II and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and BNL are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VSF II; however, they disclaim beneficial ownership of the shares held by VSF II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)   This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

3


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons.
Versant Venture Capital II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,652,852 shares of Common Stock (2)

 

6

Shared Voting Power
0 shares

 

7

Sole Dispositive Power
1,652,852 shares of Common Stock (2)

 

8

Shared Dispositive Power
0 shares

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,652,852 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.9% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)   This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   VV II serves as the sole general partner of VVC II and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and BNL are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VVC II; however, they disclaim beneficial ownership of the shares held by VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)   This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

4


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
Versant Ventures II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,698,950 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,950 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.1% (3)

 

 

12

Type of Reporting Person*
OO

 

(1)   This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and BNL are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)   This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

5


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
Brian G. Atwood

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
38,295 shares of Common Stock (2)

 

6

Shared Voting Power
1,698,950 shares of Common Stock (3)

 

7

Sole Dispositive Power
38,295 shares of Common Stock (2)

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,737,245 shares of Common Stock (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.3% (4)

 

 

12

Type of Reporting Person*
IN

 

(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)  Includes 38,295 shares held by Atwood-Edminster Trust dtd 4/2/2000 for the benefit of BGA.

(3)  Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II.  BGA is a managing director and/or member of VV II and shares voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, he disclaims beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(4)  This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

6


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
Samuel D. Colella

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
36,331 shares of Common Stock (2)

 

6

Shared Voting Power
1,698,950 shares of Common Stock (3)

 

7

Sole Dispositive Power
36,331 shares of Common Stock (2)

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,735,281 shares of Common Stock (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.3% (4)

 

 

12

Type of Reporting Person*
IN

 

(1)  This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)  Includes (i) 1,020 shares held by the Colella Family Partners for the benefit of SDC; (ii) 16,668 shares held by the Colella Family Trust UTA Dtd. 9/21/92 for the benefit of SDC; and (iii) 18,643 shares held by Colella Partners, L.P. for the benefit of SDC.

(3)  Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II.  SDC is a managing director and/or member of VV II and shares voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, he disclaims beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(4)  This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

7


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
Ross A. Jaffe

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
38,553 shares of Common Stock (2)

 

6

Shared Voting Power
1,698,950 shares of Common Stock (3)

 

7

Sole Dispositive Power
38,553 shares of Common Stock (2)

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,737,503 shares of Common Stock (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.3% (4)

 

 

12

Type of Reporting Person*
IN

 

(1)     This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)     Includes 38,553 shares held by the Jaffe Family Trust Dtd. 7/9/91 for the benefit of RAJ.

(3)     Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II.  RAJ is a managing director and/or member of VV II and shares voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, he disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(4)     This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

8


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
William J. Link

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
38,553 shares of Common Stock (2)

 

6

Shared Voting Power
1,698,950 shares of Common Stock (3)

 

7

Sole Dispositive Power
38,553 shares of Common Stock (2)

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,737,503 shares of Common Stock (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.3% (4)

 

 

12

Type of Reporting Person*
IN

 

(1) This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes 38,553 shares held by the Link Family Trust, dated May 19, 2005 for the benefit of WJL.

(3) Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II.  WJL is a managing director and/or member of VV II and shares voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, he disclaims beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(4) This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

9


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
Donald B. Milder

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
11,870 shares of Common Stock (2)

 

6

Shared Voting Power
1,698,950 shares of Common Stock (3)

 

7

Sole Dispositive Power
11,870 shares of Common Stock (2)

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,710,820 shares of Common Stock (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.2% (4)

 

 

12

Type of Reporting Person*
IN

 

(1)   This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 11,870 shares held by the Milder Community Property Trust DTD 11/7/91, amended and restated 11/20/98, amended 3/20/01 for the benefit of DBM.

(3)   Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II.  DBM is a managing director and/or member of VV II and shares voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, he disclaims beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(4)                                 This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

10


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
Rebecca B. Robertson

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,280 shares of Common Stock (2)

 

6

Shared Voting Power
1,698,950 shares of Common Stock (3)

 

7

Sole Dispositive Power
4,280 shares of Common Stock (2)

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,703,230 shares of Common Stock (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.1% (4)

 

 

12

Type of Reporting Person*
IN

 

(1)   This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 4,280 shares held by The Robertson Family Trust U/D/T 5/7/98 for the benefit of RBR.

(3)   Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II.  RBR is a managing director and/or member of VV II and shares voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, she disclaims beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of her pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(4)                                 This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

11


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
Bradley J. Bolzon

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Canada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
35,446 shares of Common Stock (2)

 

6

Shared Voting Power
1,698,950 shares of Common Stock (3)

 

7

Sole Dispositive Power
35,446 shares of Common Stock (2)

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,734,396 shares of Common Stock (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.3% (4)

 

 

12

Type of Reporting Person*
IN

 

(1)   This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 35,446 shares held by BJB.

(3)   Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II.  BJB is a managing director and/or member of VV II and shares voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, he disclaims beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(4)                                 This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

12


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
Charles M. Warden

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,698,950 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,950 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.1% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)   This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.  CMW is a managing director and/or member of VV II and shares voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, he disclaims beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of his pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(3)   This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

13


 

CUSIP No. 45780L104

13G

 

 

 

1

Names of Reporting Persons
Barbara N. Lubash

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
7,946 shares of Common Stock (2)

 

6

Shared Voting Power
1,698,950 shares of Common Stock (3)

 

7

Sole Dispositive Power
7,946 shares of Common Stock (2)

 

8

Shared Dispositive Power
1,698,950 shares of Common Stock (3)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,706,896 shares of Common Stock (2)(3)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.2% (4)

 

 

12

Type of Reporting Person*
IN

 

(1)   This Schedule 13G is filed by Versant Affiliates Fund II-A, L.P., a Delaware limited partnership (“VAF II-A”), Versant Side Fund II, L.P., a Delaware limited partnership (“VSF II”), Versant Venture Capital II, L.P., a Delaware limited partnership (“VVC II”), Versant Ventures II, LLC, a Delaware limited liability company (“VV II”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”), Rebecca B. Robertson (“RBR”), Bradley J. Bolzon (“BJB”), Charles M. Warden (“CMW”), Barbara N. Lubash (“BNL” and together with VAF II-A, VSF II, VVC II, VV II, BGA, SDC, RAJ, WJL, DBM, RBR, BJB and CMW, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 7,946 shares held by Lubash Moses LLC and Evan Michael Moses Trust for the benefit of BNL.

(3)   Includes: (i) 31,334 shares held by VAF II-A; (ii) 14,764 shares held by VSF II; and (iii) 1,652,852 shares held by VVC II. VV II serves as the sole general partner of VAF II-A, VSF II and VVC II.  BNL is a managing director and/or member of VV II and shares voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, she disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of her pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(4)  This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 12, 2014.

 

14


 

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Inogen, Inc. (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer:
Inogen, Inc.

 

 

Address of Issuer’s Principal Executive Offices:
326 Bollay Drive

Goleta, California  93117

 

Item 2

 

(a)

Name of Person(s) Filing:
Versant Affiliates Fund II-A, L.P. (“VAF II-A”)

Versant Side Fund II, L.P.  (“VSF II”)

Versant Venture Capital II, L.P.  (“VVC II”)

Versant Ventures II, LLC (“VV II”)

Brian G. Atwood (“BGA”)

Samuel D. Colella (“SDC”)

Ross A. Jaffe (“RAJ”)

William J. Link (“WJL”)

Donald B. Milder (“DBM”)

Rebecca B. Robertson (“RBR”)

Bradley J. Bolzon (“BJB”)

Charles M. Warden (“CMW”)

Barbara N. Lubash (“BNL”)

 

(b)

Address of Principal Business Office:
c/o Versant Ventures

One Sansome Street, Suite 3630

San Francisco, CA  94104

 

(b)

Citizenship:

 

 

Entities:

VAF II-A

-

 

Delaware, United States of America

 

 

 

VSF II

-

 

Delaware, United States of America

 

 

 

VVC II

-

 

Delaware, United States of America

 

 

 

VV II

-

 

Delaware, United States of America

 

 

 

 

 

 

 

 

 

Individuals:

BGA

-

 

United States of America

 

 

 

SDC

-

 

United States of America

 

 

 

RAJ

-

 

United States of America

 

 

 

WJL

-

 

United States of America

 

 

 

DBM

-

 

United States of America

 

 

 

RBR

-

 

United States of America

 

 

 

BJB

-

 

Canada

 

 

 

CMW

-

 

United States of America

 

 

 

BNL

-

 

United States of America

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
45780L104

 

Item 3

Not applicable.

 

15


 

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:

 

Reporting Persons (1)

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (2)

 

VAF II-A

 

31,334

 

31,334

 

0

 

31,334

 

0

 

31,334

 

0.2

%

VSF II

 

14,764

 

14,764

 

0

 

14,764

 

0

 

14,764

 

0.1

%

VVC II

 

1,652,852

 

1,652,852

 

0

 

1,652,852

 

0

 

1,652,852

 

8.9

%

VV II

 

0

 

0

 

1,698,950

 

0

 

1,698,950

 

1,698,950

 

9.1

%

BGA

 

38,295

 

38,295

 

1,698,950

 

38,295

 

1,698,950

 

1,737,245

 

9.3

%

SDC

 

36,331

 

36,331

 

1,698,950

 

36,331

 

1,698,950

 

1,735,281

 

9.3

%

RAJ

 

38,553

 

38,553

 

1,698,950

 

38,553

 

1,698,950

 

1,737,503

 

9.3

%

WJL

 

38,553

 

38,553

 

1,698,950

 

38,553

 

1,698,950

 

1,737,503

 

9.3

%

DBM

 

11,870

 

11,870

 

1,698,950

 

11,870

 

1,698,950

 

1,710,820

 

9.2

%

RBR

 

4,280

 

4,280

 

1,698,950

 

4,280

 

1,698,950

 

1,703,230

 

9.1

%

BJB

 

35,446

 

35,446

 

1,698,950

 

35,446

 

1,698,950

 

1,734,396

 

9.3

%

CMW

 

0

 

0

 

1,698,950

 

0

 

1,698,950

 

1,698,950

 

9.1

%

BNL

 

7,946

 

7,946

 

1,698,950

 

7,946

 

1,698,950

 

1,706,896

 

9.2

%

 

(1) VV II serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, RBR, BJB, CMW and BNL are managing directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.

(2) This percentage is calculated based upon 18,628,900 shares of Common Stock outstanding as of October 31, 2014.

 

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:      o

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

See Items 2(a) and 4.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9

Notice of Dissolution of Group.

 

Not applicable.

 

 

Item 10

Certification.

 

Not applicable.

 

16


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2015

 

Versant Affiliates Fund II-A, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Side Fund II, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Venture Capital II, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Ventures II, LLC

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Bradley J. Bolzon

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Charles M. Warden

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

17


 

Exhibit(s):

 

A - Joint Filing Statement

 

18


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Inogen, Inc. is filed on behalf of each of us.

 

Dated: February 13, 2015

 

Versant Affiliates Fund II-A, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Side Fund II, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Venture Capital II, L.P.

 

 

 

By:

Versant Ventures II, LLC

 

Its:

General Partner

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Ventures II, LLC

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Bradley J. Bolzon

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Charles M. Warden

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

19