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