0001209191-17-009584.txt : 20170210 0001209191-17-009584.hdr.sgml : 20170210 20170210164531 ACCESSION NUMBER: 0001209191-17-009584 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170208 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 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: 17594166 MAIL ADDRESS: STREET 1: 161 WEST 61ST STREET CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-02-08 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 4572 I See footnote Common Stock 98 I See footnote Director Option (Right to Buy) 50410.50 2008-03-25 2018-03-24 Common Stock 3 3 D Director Option (Right to Buy) 12159.00 2009-05-05 2019-05-04 Common Stock 1 1 D Director Option (Right to Buy) 2646.00 2010-05-06 2020-05-06 Common Stock 1 1 D Director Option (Right to Buy) 2761.50 2011-05-05 2021-05-05 Common Stock 9 9 D Director Option (Right to Buy) 2908.50 2012-05-09 2022-05-09 Common Stock 9 9 D Director Option (Right to Buy) 924.00 2013-05-08 2023-05-08 Common Stock 9 9 D Director Option (Right to Buy) 1932.00 2014-05-07 2024-05-07 Common Stock 23 23 D Director Option (Right to Buy) 1176.00 2015-05-06 2025-05-06 Common Stock 23 23 D Director Option (Right to Buy) 1176.00 2015-06-06 2025-05-06 Common Stock 23 23 D Director Option (Right to Buy) 52.50 2016-05-04 2026-05-06 Common Stock 42 42 D Director Option (Right to Buy) 7.12 2017-02-08 4 A 0 35000 0.00 A 2017-02-08 2027-02-08 Common Stock 35000 35000 D On December 27, 2016, EnteroMedics Inc. effected a 1-for-70 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. Represents 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. Represents 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 shown. Option vests in successive installments of 1/12th per month beginning the date shown. EX 24: Goldfischer Power of Attorney Attached THIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPERTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED. /s/ Scott P. Youngstrom, Attorney-in-Fact for Carl Golfischer 2017-02-10 EX-24.4_700798 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that I hereby constitute and appoint each of Dan W. Gladney, Scott P. Youngstrom and Peter M. DeLange my true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution for me and in my name, place and stead, to: 1. execute for me and on my behalf, in my capacity as an officer and/or director of EnteroMedics Inc, Forms 3, 4 or 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder; 2. do and perform any and all acts for me and on my behalf which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to me, in my best interest or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is EnteroMedics Inc. assuming, any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in securities of EnteroMedics Inc, unless earlier revoked by me in a signed writing delivered to the attorneys-in-fact named above. IN WITNESS WHEREOF, I have signed this Power of Attorney on 3rd October,2016. /s/ Carl Goldfischer Carl Goldfischer