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