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 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 ^*

LARSEN CHARLES E

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)

326 BOLLAY DRIVE

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

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

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

(Street)

GOLETA, CA 93117

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	15,231	I	See footnote ⁽¹⁾

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 C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	142,207	$ 0	I	See footnote ⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	128,730	$ 0	I	See footnote ⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	132,528	$ 0	I	See footnote ⁽¹⁾
Warrant to Purchase Shares of Series C Preferred Stock	06/01/2005	⁽³⁾	Common Stock	2,533	$ 17.58	I	See footnote ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LARSEN CHARLES E 326 BOLLAY DRIVE GOLETA, CA 93117	X

Signatures

/s/ Alison Bauerlein, as Attorney-in-Fact		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)	Shares held by AMV Partners I, L.P. ("AMV"). AMV has sole voting and dispositive power over the shares, except that (i) Accuitive Medical Ventures, LLC (AMV LLC"), the general partner of AMV, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing member of AMV LLC, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
(2)	Each share of (i) Series C Preferred Stock will automatically convert into 1.730144671 shares of the Issuer's Common Stock, (ii) Series D Preferred Stock will automatically convert into 1.879505664 shares of the Issuer's Common Stock, and (iii) Series E Preferred Stock will automatically convert into 2.692436975 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(3)	This Warrant to Purchase Shares of Series C Preferred Stock shall expire on the earlier of May 31, 2015 or the closing of the Issuer's initial public offering.
Remarks: Exhibit 24 - Power of Attorney

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