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*
GOLDFISCHER CARL

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

(Street)
ST. PAUL 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2017
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)
Code V Amount (A) or (D) Price
Common Stock 05/25/2017 S 4,571 A $4.85(6) 0 I See footnote (1)(1)
Common Stock 05/25/2017 S 97 A $4.85(6) 0 I See footnote note (2)(2)
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
Director Option (Right to Buy) $50,410.5 03/25/2008(3) 03/24/2018 Common Stock 3 3 D
Director Option (Right to Buy) $12,159 05/05/2009(3) 05/05/2019 Common Stock 1 1 D
Director Option (Right to Buy) $2,646 05/06/2010(4) 05/06/2020 Common Stock 1 1 D
Director Option (Right to Buy) $2,761.5 05/05/2011(4) 05/05/2021 Common Stock 9 9 D
Director Option (Right to Buy) $2,908.5 05/09/2012(4) 05/09/2022 Common Stock 9 9 D
Director Option (Right to Buy) $924 05/08/2013(4) 05/08/2023 Common Stock 9 9 D
Director Option (Right to Buy) $1,932 05/07/2014(4) 05/07/2024 Common Stock 23 23 D
Director Option (Right to Buy) $1,176 05/06/2015(4) 05/06/2025 Common Stock 23 23 D
Director Option (Right to Buy) $1,176 06/06/2015(5) 05/06/2025 Common Stock 23 23 D
Director Option (Right to Buy) $52.5 05/04/2016(4) 05/04/2026 Common Stock 42 42 D
Director Option (Right to Buy) $7.12 02/08/2017(4) 02/08/2027 Common Stock 35,000 35,000 D
Explanation of Responses:
1. Represents shares held by Bay City Capital Fund IV, L.P. ("Fund IV"), including the shares held by Dr. Goldfischer; and indirect interests of Bay City Capital LLC ("BCC"), the manager of Bay City Capital Management IV LLC ("Management IV"), and Management IV, the general partner of Fund IV. Dr. Goldfischer is Managing Director of BCC. Dr. Goldfischer, BCC and Management IV each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.
2. Represents shares held by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV"), including the shares held by Dr. Goldfischer; and indirect interests of BCC, the manager of Management IV, and Management IV, the general partner of Co-Investment IV. Dr. Goldfischer, BCC and Management IV each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.
3. 25% of the shares shall vest immediately, and the remaining shares shall vest 1/36 per month thereafter, as long as the reporting person remains a director of the company.
4. 25% of the shares subject to the option are exercisable immediately. The remaining 75% of the shares subject to the option shall vest in a series of thirty-six (36) successive equal monthly installments upon completion of each month over the three (3) year period measured from the date shown.
5. Option vests in successive installments of 1/12th per month beginning the date shown.
6. The price reported is the weighted average sale price for the transactions reported. The prices received ranged from $4.75 to $5.00. The Reporting Person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
Carl Goldfischer by Scott P. Youngstrom, Attorney in Fact 05/26/2017
** 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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