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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GREER R SCOTT
  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)
(Last)
(First)
(Middle)
C/O INOGEN, INC., 326 BOLLAY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2021
(Street)

GOLETA, CA 93117
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)
Code V Amount (A) or (D) Price
Common Stock 02/03/2021   M   6,666 A $ 46.66 14,687 D  
Common Stock 02/03/2021   M   3,334 A $ 43.21 18,021 D  
Common Stock 02/03/2021   M   10,000 A $ 44.19 28,021 D  
Common Stock               15,218 I See Footnote (1)
Common Stock               14,485 I See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option (right to buy) $ 46.66 02/03/2021   M     6,666   (3) 08/23/2022 Common Stock 6,666 $ 0 0 D  
Stock Option (right to buy) $ 43.21 02/03/2021   M     3,334   (4) 10/13/2022 Common Stock 3,334 $ 0 0 D  
Stock Option (right to buy) $ 44.19 02/03/2021   M     10,000   (5) 05/11/2023 Common Stock 10,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GREER R SCOTT
C/O INOGEN, INC.
326 BOLLAY DRIVE
GOLETA, CA 93117
  X      

Signatures

 /s/ Alison Bauerlein, as attorney-in-fact   02/04/2021
**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) Shares held directly by Numenor Ventures, L.L.C. The reporting person and his wife are the managing members of Numenor Ventures, L.L.C.
(2) Shares held directly by the R. Scott Greer and Michelle Greer Revocable Trust, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Persona and the Reporting Pearson's spouse serve as trustees.
(3) Subject to the reporting person's continuing service, 1/24th of the shares subject to the option shall vest each month following the vesting commencement date. The vesting commencement date for this option is August 3, 2015.
(4) Subject to reporting person's continuing to be a Service Provider, 1/24th of the total shares subject to the option shall vest monthly, beginning with the first month anniversary after the vesting commencement date. The vesting commencement date for this option is August 3, 2015.
(5) Subject to reporting person's continuing to be a Service Provider, 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 May 12, 2016.

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