SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* GOLDFISCHER CARL (Last) (First) (Middle) 161 WEST 61ST STREET (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/14/2007	3. Issuer Name and Ticker or Trading Symbol EnteroMedics Inc [ ETRM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are held	000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	26,756	(1)	I	See below(2)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	1,241,304	(1)	I	See below(3)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	20,940	(1)	I	See below(2)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	971,501	(1)	I	See below(3)
Common Stock Warrant	(4)	12/12/2010	Common Stock	1,160	0.46	I	See below(2)
Common Stock Warrant	(4)	12/12/2010	Common Stock	53,786	0.46	I	See below(3)

Explanation of Responses:

1. The convertible preferred stock will automatically convert one-to-one into common stock upon completion of the initial public offering.

2. Represents shares held by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV"); 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 Co-Investment 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.

3. Represents shares held by Bay City Capital Fund IV, L.P. ("Fund IV"); and indirect interests of BCC, the manager of 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.

4. Immediately exercisable.

	/s/ Carl Goldfischer	11/13/2007
	** 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 5 (b)(v).
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