0000899243-16-020240.txt : 20160517
0000899243-16-020240.hdr.sgml : 20160517
20160517190905
ACCESSION NUMBER: 0000899243-16-020240
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160504
FILED AS OF DATE: 20160517
DATE AS OF CHANGE: 20160517
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EnteroMedics Inc
CENTRAL INDEX KEY: 0001371217
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2800 Patton Rd
CITY: St Paul
STATE: MN
ZIP: 55113
MAIL ADDRESS:
STREET 1: 2800 Patton Rd
CITY: St Paul
STATE: MN
ZIP: 55113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDFISCHER CARL
CENTRAL INDEX KEY: 0001110780
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 161659007
MAIL ADDRESS:
STREET 1: 161 WEST 61ST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-05-04
0
0001371217
EnteroMedics Inc
ETRM
0001110780
GOLDFISCHER CARL
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO
CA
94111
1
0
0
0
Common Stock
320064
I
See Footnote
Common Stock
6899
I
See Footnote
Common Stock Warrant
32.85
2011-06-13
2016-06-13
Common Stock
110942
110942
D
Common Stock Warrant
32.85
2011-06-13
2016-06-13
Common Stock
2391
2391
D
Common Stock Warrant
28.50
2011-09-23
2016-09-28
Common Stock
10963
10963
D
Common Stock Warrant
28.50
2011-09-23
2016-09-28
Common Stock
236
236
D
Stock Option (Right to Buy)
720.15
2018-03-24
Common Stock
277
277
D
Stock Option (Right to Buy)
173.70
2019-05-04
Common Stock
111
111
D
Stock Option (Right to Buy)
37.80
2020-05-06
Common Stock
111
111
D
Stock Option (Right to Buy)
39.45
2021-05-05
Common Stock
666
666
D
Stock Option (Right to Buy)
41.55
2022-05-09
Common Stock
666
666
D
Stock Option (Right to Buy)
13.20
2023-05-08
Common Stock
666
666
D
Stock Option (Right to Buy)
27.60
2024-05-07
Common Stock
1666
1666
D
Stock Option (Right to Buy)
16.80
2025-05-06
Common Stock
1666
1666
D
Stock Option (Right to Buy)
16.80
2025-05-06
Common Stock
1666
1666
D
Stock Option (Right to Buy)
0.75
2016-05-04
4
A
0
3000
0.00
A
2026-05-04
Common Stock
3000
3000
D
On January 6, 2016, EnteroMedics Inc. effected a 1-for-15 reverse stock split of its issued and outstanding shares of common stock, par value $0.01 per share, resulting in a proportional decrease in the total shares of common stock beneficially owned by the reporting person. All previously reported exercise prices, option grants and similar instruments convertible into common stock were proportionally adjusted to reflect the reverse split.
Represent shares held by Bay City Capital Fund IV, L.P. ("Fund IV"), including the shares held by Dr. Goldfischer; and indirect interests of Bay City Capital LLC ("BCC"), the manager of Bay City Capital Management IV LLC ("Management IV"), and Management IV, the general partner of Fund IV. Dr. Goldfischer is Managing Director of BCC. Dr. Goldfischer, BCC and Management IV each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.
Represent shares held by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV"), including the shares held by Dr. Goldfischer; and indirect interests of BCC, the manager of Management IV, and Management IV, the general partner of Co-Investment IV. Dr. Goldfischer, BCC and Management IV each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.
25% of the shares shall vest immediately, and the remaining shares shall vest 1/36 per month thereafter, as long as the reporting person remains a director of the company.
25% of the shares subject to the option are exercisable immediately. The remaining 75% of the shares subject to the option shall vest in a series of thirty-six (36) successive equal monthly installments upon completion of each month over the three (3) year period measured from the date of grant, May 6, 2010.
25% of the shares subject to the option are exercisable immediately. The remaining 75% of the shares subject to the option shall vest in a series of thirty-six (36) successive equal monthly installments upon completion of each month over the three (3) year period measured from the date of grant, May 5, 2011.
25% of the shares subject to the option are exercisable immediately. The remaining 75% of the shares subject to the option shall vest in a series of thirty-six (36) successive equal monthly installments upon completion of each month over the three (3) year period measured from the date of grant, May 9, 2012.
25% of the shares subject to the option are exercisable immediately. The remaining 75% of the shares subject to the option shall vest in a series of thirty-six (36) successive equal monthly installments upon completion of each month over the three (3) year period measured from the date of grant, May 8, 2013.
25% of the shares subject to the option are exercisable immediately. The remaining 75% of the shares subject to the option shall vest in a series of thirty-six (36) successive equal monthly installments upon completion of each month over the three (3) year period measured from the date of grant, May 7, 2014.
25% of the shares are exercisable immediately. The remaining 75%of the shares subject to the option shall vest in a series of thirty-six (36) successive equal monthly installments upon completion of each month beginning on June 6, 2015 and ending on May 6, 2018.
100% of the shares subject to the option vest in successive installments of 1/12th per month beginning on June 6, 2015 and ending on May 6, 2016.
Vests immediately as to 25% on date noted and thereafter in successive equal installments of 1/36th per month.
THIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED.
/s/ Carl Goldfischer
2016-05-17