SEC Form 4/A · accession 0001209191-15-040942
Inogen Inc · INGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
Ross A Jaffe M.D.
10% Owner
Samuel D Colella
10% Owner
William J Link Ph.D.
10% Owner
Brian G Atwood
10% Owner
Donald B Milder
10% Owner
Versant Venture Capital II, LP
10% Owner
Versant Affiliates Fund II-A, LP
10% Owner
Versant Side Fund II, LP
10% Owner
Versant Ventures II LLC
10% Owner
Period of report
Nov 5, 2014
Accepted (ET)
May 11, 2015 · 12:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001294133
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Nov 5, 2014 | J | 3,476 | $0.00 | D | 26,061 | I | See Footnote |
| Common StockF4 | Nov 5, 2014 | J | 389,136 | $0.00 | D | 2,917,544 | I | See Footnote |
| Common StockF6 | Nov 5, 2014 | J | 42,216 | $0.00 | A | 42,216 | I | See Footnote |
| Common StockF6 | Nov 5, 2014 | J | 42,216 | $0.00 | D | 0 | I | See Footnote |
| Common StockF8 | Nov 5, 2014 | J | 194 | $0.00 | A | 9,195 | I | By Atwood Edminster Trust |
| Common StockF8 | Nov 5, 2014 | J | 5,594 | $0.00 | A | 14,789 | I | By Atwood Edminster Trust |
| Common StockF9 | Nov 5, 2014 | J | 388 | $0.00 | A | 9,584 | I | By Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 |
| Common StockF9 | Nov 5, 2014 | J | 5,596 | $0.00 | A | 15,180 | I | By Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 |
| Common StockF10 | Nov 5, 2014 | J | 243 | $0.00 | A | 9,294 | I | By The Jaffe Family Trust |
| Common StockF10 | Nov 5, 2014 | J | 5,595 | $0.00 | A | 14,889 | I | By The Jaffe Family Trust |
| Common StockF11 | Nov 5, 2014 | J | 243 | $0.00 | A | 9,294 | I | By The Link Family Trust |
| Common StockF11 | Nov 5, 2014 | J | 5,595 | $0.00 | A | 14,889 | I | By The Link Family Trust |
| Common StockF12 | Nov 5, 2014 | J | 486 | $0.00 | A | 3,174 | I | By Milder Community Property Trust |
| Common StockF12 | Nov 5, 2014 | J | 1,398 | $0.00 | A | 4,572 | I | By Milder Community Property Trust |
| Common StockF13,F14 | Nov 6, 2014 | S | 4,238 | $24.5617 | D | 58,495 | I | See Footnote |
| Common StockF15,F14 | Nov 7, 2014 | S | 3,150 | $23.9499 | D | 55,345 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a pro-rata in-kind distribution of Common Stock of the Issuer for no consideration by Versant Side Fund II, L.P. ("VSF II") to its partners.
- F10The shares are held by The Jaffe Family Trust (the "Trust") for the benefit of Ross A. Jaffe. Ross A. Jaffe is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.
- F11The shares are held by The Link Family Trust (the "Trust") for the benefit of William J. Link. William J. Link is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.
- F12The shares are held by the Milder Community Property Trust (the "Trust") for the benefit of Donald B. Milder. Donald B. Milder is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.
- F13Price reflected is the weighted-average sale price for shares sold. The range of the sale prices for the transaction was $24.13 and $24.87 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or security holder of the Issuer, full information regarding the number of shares sold at each sepate price.
- F14Shares held by Versant Affiliates Fund II-A, L.P. ("VAF II-A"). VV II serves as the sole general partner of VAF II-A. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden, and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VAF II-A, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.
- F15Price reflected is the weighted-average sale price for shares sold. The range of the sale prices for the transaction was $23.475 and $24.34 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or security holder of the Issuer, full information regarding the number of shares sold at each sepate price.
- F2Shares held by VSF II. Versant Ventures II, LLC ("VV II") serves as the sole general partner of VSF II. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden, and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VSF II, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.
- F3Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Versant Venture Capital II, L.P. ("VVC II") without consideration to its partners.
- F4Shares held by VVC II. VV II serves as the sole general partner of VVC II. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden, and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VVC II, however, each disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares.
- F5Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata distribution of Common Stock of the Issuer by VVC II.
- F6The shares are held by VV II. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Ph.D., Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash are directors and/or members of VV II and share voting and dispositive power over the shares held by VV II, however, each disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
- F7Represents a pro-rata in-kind distibution of Common Stock of the Issuer by VV II without consideration to its members.
- F8The shares are held by the Atwood-Edminster Trust dated 4/2/2000 (the "Trust") for the benefit of Brian G. Atwood. Brian G. Atwood is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.
- F9The shares are held by Colella Family Partners and Colella Family Trust UTA Dated 9/21/92 for the benefit of Samuel D. Colella. Samuel D. Colella is a general partner of Colella Family Partners and a trustee of Colella Family Trust UTA Dated 9/21/92. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his proportionate pecuniary interest therein.
Remarks
Filing 2 of 2