0001209191-13-011587.txt : 20130226
0001209191-13-011587.hdr.sgml : 20130226
20130226161915
ACCESSION NUMBER: 0001209191-13-011587
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130222
FILED AS OF DATE: 20130226
DATE AS OF CHANGE: 20130226
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: DOUGLAS KEVIN
CENTRAL INDEX KEY: 0001132859
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 13642931
MAIL ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Douglas Michelle
CENTRAL INDEX KEY: 0001348445
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 13642930
MAIL ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOUGLAS FAMILY TRUST
CENTRAL INDEX KEY: 0001268474
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 13642929
BUSINESS ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
BUSINESS PHONE: 415-526-2200
MAIL ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST
CENTRAL INDEX KEY: 0001268475
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 13642928
BUSINESS ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
BUSINESS PHONE: 4155262200
MAIL ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MMD 2010 Annuity Trust VI
CENTRAL INDEX KEY: 0001518639
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 13642926
BUSINESS ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
BUSINESS PHONE: 415-524-2200
MAIL ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KGD 2010 Annuity Trust VI
CENTRAL INDEX KEY: 0001518640
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 13642927
BUSINESS ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
BUSINESS PHONE: 415-524-2200
MAIL ADDRESS:
STREET 1: 125 E. SIR FRANCIS DRAKE BLVD.
STREET 2: SUITE 400
CITY: LARKSPUR
STATE: CA
ZIP: 94939
4
1
c491852_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0306
4
2013-02-22
0001371217
EnteroMedics Inc
ETRM
0001132859
DOUGLAS KEVIN
125 E. SIR FRANCIS DRAKE BLVD., STE 400
LARKSPUR
CA
94939
0
0
1
1
13(d)(3) group
0001348445
Douglas Michelle
125 E. SIR FRANCIS DRAKE BLVD., STE 400
LARKSPUR
CA
94939
0
0
1
1
13(d)(3) group
0001268474
DOUGLAS FAMILY TRUST
125 E. SIR FRANCIS DRAKE BLVD., STE 400
LARKSPUR
CA
94939
0
0
1
1
13(d)(3) group
0001268475
JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST
125 E. SIR FRANCIS DRAKE BLVD., STE 400
LARKSPUR
CA
94939
0
0
1
1
13(d)(3) group
0001518640
KGD 2010 Annuity Trust VI
125 E. SIR FRANCIS DRAKE BLVD., STE 400
LARKSPUR
CA
94939
0
0
1
1
13(d)(3) group
0001518639
MMD 2010 Annuity Trust VI
125 E. SIR FRANCIS DRAKE BLVD., STE 400
LARKSPUR
CA
94939
0
0
1
1
13(d)(3) group
Common Stock
2013-02-22
4
P
0
630000
A
3010852
D
Common Stock
2013-02-22
4
P
0
1050000
A
3456512
I
By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Common Stock
2013-02-22
4
P
0
420000
A
1654341
I
By Douglas Family Trust
Common Stock
0
I
By KGD 2010 Annuity Trust VI
Common Stock
0
I
By MMD 2010 Annuity Trust VI
Warrant (Right to Buy)
1.14
2013-02-22
4
P
0
252000
A
2018-02-27
Common Stock
252000
252000
D
Warrant (Right to Buy)
1.14
2013-02-22
4
P
0
420000
A
2018-02-27
Common Stock
420000
420000
I
By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Warrant (Right to Buy)
1.14
2013-02-22
4
P
0
168000
A
2018-02-27
Common Stock
168000
168000
I
By Douglas Family Trust
Warrant (Right to Buy)
2.19
2016-06-13
Common Stock
510000
510000
D
Warrant (Right to Buy)
2.19
2016-06-13
Common Stock
850000
850000
I
By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Warrant (Right to Buy)
2.19
2016-06-13
Common Stock
340000
340000
I
By Douglas Family Trust
Warrant (Right to Buy)
2.19
2016-06-13
Common Stock
0
0
I
By KGD 2010 Annuity Trust VI
Warrant (Right to Buy)
2.19
2016-06-13
Common Stock
0
0
I
By MMD 2010 Annuity Trust VI
Warrant (Right to Buy)
1.90
2016-09-28
Common Stock
87000
87000
D
Warrant (Right to Buy)
1.90
2016-09-28
Common Stock
145000
145000
I
By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Warrant (Right to Buy)
1.90
2016-09-28
Common Stock
58000
58000
I
By Douglas Family Trust
These shares are held directly and jointly by Kevin Douglas and Michelle Douglas.
Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.
These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas and Michelle Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust.
These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust.
These shares are held directly by the KGD 2010 Annuity Trust, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee, and indirectly by Kevin Douglas.
These shares are held directly by the MMD 2010 Annuity Trust, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee, and indirectly by Michelle Douglas and Kevin Douglas.
On December 27, 2010, the Reporting Person contributed 127,500 shares to the KGD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee. On February 21, 2012, 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas.
On December 27, 2010, the Reporting Person contributed 127,500 shares to the MMD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee. On February 21, 2012, 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas.
The reported securities are included within 630,000 EnteroMedics units purchased by the Reporting Person for $0.95 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock.
The reported securities are included within 1,050,000 EnteroMedics units purchased by the Reporting Person for $0.95 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock.
The reported securities are included within 420,000 EnteroMedics units purchased by the Reporting Person for $0.95 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock.
This warrant is exercisable at any time up and including the expiration date. The terms of this warrant contain a limitation on conversion which prevents the Reporting Person from converting this warrant into shares if, after giving effect to the conversion, the Reporting Person would beneficially own more than 19.99% of the issuer's outstanding shares.
On December 27, 2010, the Reporting Person contributed warrants to purchase 127,500 shares to the KGD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee. On February 21, 2012, warrants to purchase 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, warrants to purchase 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas.
On December 27, 2010, the Reporting Person contributed warrants to purchase 127,500 shares to the MMD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee. On February 21, 2012, warrants to purchase 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, warrants to purchase 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas.
/s/ Eileen Wheatman, attorney in fact for Kevin Douglas
2013-02-26
/s/ Eileen Wheatman, attorney in fact for Michelle Douglas
2013-02-26
/s/ Eileen Wheatman, attorney in fact for Douglas Family Trust
2013-02-26
/s/ Eileen Wheatman, attorney in fact for James Douglas and Jean Douglas Irrevocable Descendants? Trust
2013-02-26
/s/ Eileen Wheatman, attorney in fact for KGD 2010 Annuity Trust VI
2013-02-26
/s/ Eileen Wheatman, attorney in fact for MMD 2010 Annuity Trust VI
2013-02-26