Kevin Raymond Merrill Smith - 28 Feb 2025 Form 4 Insider Report for Inogen Inc (INGN)

Role
CEO and President, Director
Signature
/s/ Mary Wright, as Attorney-in-Fact
Issuer symbol
INGN
Transactions as of
28 Feb 2025
Transactions value $
-$218,769
Form type
4
Date filed
04 Mar 2025, 18:41
Previous filing
03 Dec 2024
Next filing
03 Sep 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INGN Common Stock Award $12.5K +1.5K +10.31% $8.33 16.1K 01 Mar 2025 Direct F1
transaction INGN Common Stock Options Exercise $0 +28.3K +176.49% $0.00 44.4K 01 Mar 2025 Direct
transaction INGN Common Stock Tax liability -$114K -13.7K -30.86% $8.33 30.7K 01 Mar 2025 Direct F2
transaction INGN Common Stock Award $0 +54K +175.89% $0.00 84.7K 01 Mar 2025 Direct F3
transaction INGN Common Stock Tax liability -$217K -26.1K -30.82% $8.33 58.6K 01 Mar 2025 Direct F4
transaction INGN Common Stock Purchase $100K +11.7K +19.99% $8.56 70.3K 03 Mar 2025 Direct F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction INGN Restricted Stock Unit Award $0 +90K $0.00 90K 28 Feb 2025 Common Stock 90K Direct F6, F7
transaction INGN Restricted Stock Unit Options Exercise $0 -28.3K -33.33% $0.00 56.7K 01 Mar 2025 Common Stock 28.3K Direct F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Shares acquired through the Company's 2014 Employee Stock Purchase Plan.
F2 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 unit award that vested on March 1, 2025.
F3 The reported securities represent shares earned and vested on March 1, 2025 based on achievement of the financial performance conditions for the 2024 fiscal year that were approved as part of the 2023 performance-based restricted stock unit award granted on November 10, 2023.
F4 The reported shares were withheld to cover the reporting person's tax withholding liability in connection with the 2023 performance-based restricted stock unit award granted on November 10, 2023 and vested on March 1, 2025.
F5 Represents the weighted average share price of an aggregate total of 11,709 shares sold in the price range of $8.455 to $8.6298 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
F6 Each restricted stock unit represents a contingent right to receive one share of Inogen common stock.
F7 Subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest on March 1, 2026 (the "Vesting Commencement Date"), 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.
F8 1/3rd of the restricted stock units vested on March 1, 2025 (the "2025 Vesting Commencement Date"), and subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2025 Vesting Commencement Date.