0001235802-17-000159.txt : 20171012 0001235802-17-000159.hdr.sgml : 20171012 20171012165130 ACCESSION NUMBER: 0001235802-17-000159 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171003 FILED AS OF DATE: 20171012 DATE AS OF CHANGE: 20171012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mashaal Michael Y CENTRAL INDEX KEY: 0001642607 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33818 FILM NUMBER: 171134935 MAIL ADDRESS: STREET 1: 309 WAVERLEY OAKS RD., SUITE 105 CITY: WALTHAM STATE: MA ZIP: 02452 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EnteroMedics Inc CENTRAL INDEX KEY: 0001371217 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2800 Patton Rd CITY: St Paul STATE: MN ZIP: 55113 BUSINESS PHONE: 651-634-3003 MAIL ADDRESS: STREET 1: 2800 Patton Rd CITY: St Paul STATE: MN ZIP: 55113 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2017-10-03 0 0001371217 EnteroMedics Inc ETRM 0001642607 Mashaal Michael Y 2800 PATTON ROAD ST. PAUL MN 55113 1 0 0 0 Common Stock, $0.01 par value per share 568377 I See footnote Series C Convertible Preferred Stock, $0.01 par value per sh 46687 I See footnote The shares were issued in connection with the Agreement and Plan of Merger, dated October 2, 2017, among EnteroMedics Inc. (the "Company"), ReShape Medical, Inc. ("ReShape") and the other parties named therein (the "Merger Agreement"), pursuant to which the Company acquired ReShape. Consists of shares held directly by HealthCor Partners Fund II, L.P. ("HCPII"). The shares held by HCPII may be deemed to be beneficially owned by HealthCor Partners II, L.P. ("HCP2LP"), its general partner, and by HealthCor Partners GP, LLC ("HCPGP"), the general partner of HCP2LP. Dr. Mashaal is a managing director of HealthCor Partners Management, L.P. ("HCP Management"), which is the investment manager to HCPII, and may be deemed to have shared voting and investment power over such shares. Each of HCPLP, HCP2LP, HCPGP, HCP Management and Dr. Mashaal hereby disclaims any beneficial ownership of shares held by HCPII except to the extent of any pecuniary interest therein. Each share of Series C Convertible Preferred Stock will become convertible into 100 shares of common stock, subject to and contingent upon the approval of the Company's stockholders in accordance with the NASDAQ Stock Market Rules. Under the terms of the Merger Agreement, the Company has agreed to use commercially reasonable efforts to call and hold a meeting of the Company's stockholders to obtain the requisite approval for the conversion of the Series C Convertible Preferred Stock into shares of common stock, for purposes of the NASDAQ Stock Market Rules, no later than December 31, 2017 and, if such approval is not obtained at that meeting, to obtain such approval at an annual or special stockholders meeting to be held at least every six months thereafter. /s/ Scott P. Youngstrom, attorney-in-fact 2017-10-12 EX-24 2 poa-mashaal.txt POWER OF ATTORNEY MICHAEL Y. MASHAAL, M.D. With respect to holdings of and transactions in securities issued by EnteroMedics Inc. (the Company), the undersigned hereby constitutes and appoints the officers of the Company listed on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, Rule 144 under the Securities Act of 1933, as amended, or any rule or regulation of the SEC; 2. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, any Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended, and the rules and regulations thereunder; 3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Form 144 or complete and execute any amendment or amendments thereto, and timely file such forms with the SEC and any stock exchange or similar authority; and 4. 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, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned 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 the discretion of such attorney-in- fact. The undersigned hereby grants 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 the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in- fact, or such attorney-in-facts 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. The undersigned hereby acknowledges that the attorneys- in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, or Rule 144 of the Securities Act of 1933, as amended, and any similar law, rule or regulation. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 and Forms 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of October 2017. /s/ Michael Y. Mashaal, M.D Michael Y. Mashaal, M.D Schedule A Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution 1. Dan W. Gladney, President and Chief Executive Officer 2. Scott P. Youngstrom, Chief Financial Officer, Chief Compliance Officer and Secretary