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^*

GOLDFISCHER CARL

(Last)

(First)

(Middle)

C/O BAY CITY CAPITAL LLC

750 BATTERY STREET, SUITE 400

(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)
05/04/2016

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								320,064⁽¹⁾	I	See Footnote⁽²⁾
Common Stock								6,899⁽¹⁾	I	See Footnote⁽³⁾

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)
Common Stock Warrant	$32.85⁽¹⁾							06/13/2011	06/13/2016	Common Stock	110,942		110,942	D⁽²⁾
Common Stock Warrant	$32.85⁽¹⁾							06/13/2011	06/13/2016	Common Stock	2,391		2,391	D⁽³⁾
Common Stock Warrant	$28.5⁽¹⁾							09/23/2011	09/28/2016	Common Stock	10,963		10,963	D⁽²⁾
Common Stock Warrant	$28.5⁽¹⁾							09/23/2011	09/28/2016	Common Stock	236		236	D⁽³⁾
Stock Option (Right to Buy)	$720.15⁽¹⁾							⁽⁴⁾	03/24/2018	Common Stock	277		277	D
Stock Option (Right to Buy)	$173.7⁽¹⁾							⁽⁴⁾	05/04/2019	Common Stock	111		111	D
Stock Option (Right to Buy)	$37.8⁽¹⁾							⁽⁵⁾	05/06/2020	Common Stock	111		111	D
Stock Option (Right to Buy)	$39.45⁽¹⁾							⁽⁶⁾	05/05/2021	Common Stock	666		666	D
Stock Option (Right to Buy)	$41.55⁽¹⁾							⁽⁷⁾	05/09/2022	Common Stock	666		666	D
Stock Option (Right to Buy)	$13.2⁽¹⁾							⁽⁸⁾	05/08/2023	Common Stock	666		666	D
Stock Option (Right to Buy)	$27.6⁽¹⁾							⁽⁹⁾	05/07/2024	Common Stock	1,666		1,666	D
Stock Option (Right to Buy)	$16.8⁽¹⁾							⁽¹⁰⁾	05/06/2025	Common Stock	1,666		1,666	D
Stock Option (Right to Buy)	$16.8⁽¹⁾							⁽¹¹⁾	05/06/2025	Common Stock	1,666		1,666	D
Stock Option (Right to Buy)	$0.75	05/04/2016		A		3,000		⁽¹²⁾	05/04/2026	Common Stock	3,000	$0.00	3,000	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. Vests immediately as to 25% on date noted and thereafter in successive equal installments of 1/36th per month.

Remarks:

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	05/17/2016
	** Signature of Reporting Person	Date
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