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