SEC FORM 4/A 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*
LEA GREGORY S

(Last) (First) (Middle)
2800 PATTON ROAD

(Street)
MINNEAPOLIS MN 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr Vice Pres and CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/18/2011
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)
Code V Amount (A) or (D) Price
Common Stock 13,250 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $1.9 10/29/2010(2) 10/29/2017 Common Stock 16,711 16,711 D
Stock Option (right to buy) $1.9 10/29/2010(2) 10/29/2017 Common Stock 3,913 3,913 D
Stock Option (right to buy) $1.9 10/29/2010(2) 10/29/2017 Common Stock 16,118 16,118 D
Common Stock Warrant $8.28 08/24/2009 02/24/2013 Common Stock 1,374 1,374 D
Stock Option (right to buy) $1.9 10/29/2010(2) 10/29/2017 Common Stock 14,597 14,597 D
Stock Option (Right to Buy) $3.78 11/18/2009(1) 11/18/2019 Common Stock 16,666 16,666 D
Warrant (Common Stock) $2.19 (3) (4) Common Stock 10,000 10,000 D
Stock Option (right to buy) $2.58 02/16/2011 A 200,000 03/16/2011(5)(6) 02/16/2021 Common Stock 200,000 $0.00 200,000 D
Explanation of Responses:
1. 25% vests immediately and the remaining 75% vests on 11/15/2010; 100% of unvested shares become vested upon change in control.
2. Options vest 33% on date noted and thereafter at 1/24th per month.
3. Warrant becomes exercisable 181 days from the date of issuance at close of offering.
4. Warrant expires five years from date it first becomes exercisable.
5. Vests in increments of 1/48th per month, beginning the date shown.
6. This filing is amended to correct the initial exercise date.
Remarks:
THIS FORM 4 WAS AMENDED TO CORRECT A VESTING DATE AS NOTED IN FOOTNOTE 6. THE REMAINDER OF THE FORM HAS BEEN RESTATED IN ITS ENTIRETY WITHOUT CHANGE.
/s/ Greg S. Lea 03/17/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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