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^*

Tremmel Jon T

(Last)

(First)

(Middle)

2800 PATTON ROAD

(Street)

ST. PAUL

55113

(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								161⁽¹⁾	D

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)
Director Option (right to buy)	$126⁽¹⁾							01/28/2009⁽²⁾	01/28/2019	Common Stock	277		277⁽¹⁾	D
Director Option (right to buy)	$173.7⁽¹⁾							05/05/2009⁽²⁾	05/05/2019	Common Stock	111		111⁽¹⁾	D
Director Option (right to buy)	$37.8⁽¹⁾							05/06/2010⁽²⁾	05/06/2020	Common Stock	111		111⁽¹⁾	D
Director Option (right to buy)	$39.45⁽¹⁾							05/05/2011⁽²⁾	05/05/2021	Common Stock	666		666⁽¹⁾	D
Director Option (right to buy)	$41.55⁽¹⁾							05/09/2012⁽²⁾	05/09/2022	Common Stock	666		666⁽¹⁾	D
Director Option (right to buy)	$13.2⁽¹⁾							05/08/2013⁽²⁾	05/08/2023	Common Stock	666		666⁽¹⁾	D
Director Option (right to buy)	$27.6⁽¹⁾							05/07/2014⁽²⁾	05/07/2024	Common Stock	1,666		1,666⁽¹⁾	D
Director Option (right to buy)	$16.8⁽¹⁾							05/06/2015⁽²⁾	05/06/2025	Common Stock	1,666		1,666⁽¹⁾	D
Director Option (right to buy)	$16.8⁽¹⁾							06/06/2015⁽³⁾	05/06/2025	Common Stock	1,666		1,666⁽¹⁾	D
Stock Option (Right to Buy)	$3.45⁽¹⁾							09/21/2015⁽³⁾	08/21/2020	Common Stock	16,666		16,666⁽¹⁾	D
Director Option (Right to Buy)	$0.75	05/04/2016		A		3,000		05/04/2016⁽²⁾	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. Vests immediately as to 25% on date noted and thereafter in cumulative installments of 1/36th per month.

3. Vests in cumulative installments of 1/12th per month beginning the date shown.

Remarks:

THIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED.

	/s/ Greg S. Lea, Attorney-in-Fact for Jon T. Tremmel	05/06/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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