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