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).

1. Name and Address of Reporting Person^*

KLINGENSTEIN PAUL H

(Last)

(First)

(Middle)

C/O ABERDARE VENTURES

ONE EMBARCADERO CENTER, SUITE 4000

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EnteroMedics Inc [ ETRM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2008

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	05/19/2008		P		35,000	A	$4.78	1,345,288	I	By Aberdare Ventures II, L.P.⁽¹⁾
Common Stock	05/20/2008		P		15,000	A	$4.75	1,360,288	I	By Aberdare Ventures II, L.P.⁽¹⁾
Common Stock	05/19/2008		P		35,000	A	$4.78	397,254	I	By Aberdare II Annex Fund, L.P.⁽²⁾
Common Stock	05/20/2008		P		15,000	A	$4.75	412,254	I	By Aberdare II Annex Fund, L.P.⁽²⁾

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)

Explanation of Responses:

1. The shares are owned by Aberdare Ventures II, L.P. ("Aberdare II"), which is under common control with Aberdare II Annex Fund, L.P. ("Aberdare Annex II"). Aberdare GP II, L.L.C. ("Aberdare GP II") serves as the sole General Partner of Aberdare II, and has sole voting and investment control over the shares owned by Aberdare II, and may be deemed to own beneficially the shares held by Aberdare II. Aberdare GP II however owns no securities of the Issuer directly. Paul H. Klingenstein ("Klingenstein") is the Manager of Aberdare GP II and has voting and dispositive power over the shares held by Aberdare II. Klingenstein disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

2. The shares are owned by Aberdare Annex II, which is under common control with Aberdare II. Aberdare GP II serves as the sole General Partner of Aberdare Annex II, and has sole voting and investment control over the shares owned by Aberdare Annex II, and may be deemed to own beneficially the shares held by Aberdare Annex II. Aberdare GP II however owns no securities of the Issuer directly. Klingenstein is the Manager of Aberdare GP II and has voting and dispositive power over the shares held by Aberdare Annex II. Klingenstein disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Paul H. Klingenstein	05/21/2008
	** 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).
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