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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^*

KLINGENSTEIN PAUL H

(Last)

(First)

(Middle)

428 UNIVERSITY AVE

C/O ACCEL PARTNERS

(Street)

PALO ALTO

94301

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2007		P		2,770	A	$8	2,770	I	See below⁽²⁾
Common Stock	11/15/2007		P		122,230	A	$8	122,230	I	See below⁽³⁾
Common Stock	11/15/2007		P		125,000	A	$8	125,000	I	See below⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	21,607		21,607	I	See below⁽²⁾
Series B Preferred Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	952,972		952,972	I	See below⁽³⁾
Series B Preferred Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	38,853		38,853	D
Series C Preferred Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	5,327		5,327	I	See below⁽²⁾
Series C Preferred Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	235,086		235,086	I	See below⁽³⁾
Series C Preferred Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	19,238		19,238	D
Series C Preferred Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	237,254		237,254	I	See below⁽⁴⁾
Common Stock Warrant	$0.46							⁽⁵⁾	12/12/2010	Common Stock	937		937	I	See below⁽²⁾
Common Stock Warrant	$0.46							⁽⁵⁾	12/12/2010	Common Stock	41,293		41,293	I	See below⁽³⁾
Common Stock Warrant	$0.46							⁽⁵⁾	12/12/2010	Common Stock	1,684		1,684	D

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 Aberdare Ventures II (Bermuda), L.P. Mr. Klingenstein is a managing partner of Aberdare Ventures II (Bermuda), L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

3. Represents shares held by Aberdare Ventures II, L.P. Mr. Klingenstein is a managing partner of Aberdare Ventures II, L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

4. Represents shares held by Aberdare II Annex Fund, L.P. Mr. Klingenstein is a managing partner of Aberdare II Annex Fund, L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

5. Immediately exercisable.

	/s/ Paul Klingenstein	11/15/2007
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.