SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Somer Jason

(Last)

(First)

(Middle)

C/O INOGEN, INC.

859 WARD DRIVE

(Street)

GOLETA

93111

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of 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

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	03/01/2024		M		7,150	A	$0	11,064	D
Common Stock	03/01/2024		F		4,576⁽¹⁾	D	$7.025	6,488	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	03/01/2024		M			576	⁽³⁾	⁽³⁾	Common Stock	576	$0	3,459	D
Restricted Stock Unit	⁽²⁾	03/01/2024		M			1,894	⁽⁴⁾	⁽⁴⁾	Common Stock	1,894	$0	1,893	D
Restricted Stock Unit	⁽²⁾	03/01/2024		M			4,680	⁽⁵⁾	⁽⁵⁾	Common Stock	4,680	$0	9,359	D
Restricted Stock Unit	⁽²⁾	03/01/2024		A		21,996		⁽⁶⁾	⁽⁶⁾	Common Stock	21,996	$0	21,996	D

Explanation of Responses:

1. The reported shares were withheld to cover the Reporting Person's tax withholding liability in connection with a portion of a time-based restricted stock award that vested on March 1, 2024.

2. Each restricted stock unit represents a contingent right to receive one share of Inogen common stock.

3. Subject to the reporting person's continued service, 25% of the restricted stock units shall vest on September 1, 2022, and 1/16th of the restricted stock units shall vest every three months thereafter on the 1st day of the month.

4. Subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest on March 1, 2023, and 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date.

5. Subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest on March 1, 2024, and 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date.

6. Subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest on March 1, 2025, and 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the Vesting Commencement Date.

	/s/ Leslyn Cicekli, as Attorney-in-Fact	03/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Somer Jason covered exercise/tax liability with 4,576 shares and converted options into 7,150 shares, increasing direct ownership by 66% to 6,488 units (SEC Form 4)