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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
EnteroMedics Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
29365M109
(CUSIP Number)
October 2, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
CUSIP No. 29365M109 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Fund LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
454,271 shares of Common Stock
OWNED BY ________________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ________________________________________________________________
PERSON WITH: (8) SHARED DISPOSITIVE POWER
454,271 shares of Common Stock
- -------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
454,271 shares of Common Stock
- -------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.22%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 29365M109 13G Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Overseas Fund, Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
807,594 shares of Common Stock
OWNED BY ________________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ________________________________________________________________
PERSON WITH: (8) SHARED DISPOSITIVE POWER
807,594 shares of Common Stock
- -------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
807,594 shares of Common Stock
- -------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.16%
- -------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 29365M109 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,261,865 shares of Common Stock
OWNED BY ________________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ________________________________________________________________
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,261,865 shares of Common Stock
- -------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,261,865 shares of Common Stock
- -------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.38%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 29365M109 13G Page 5 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,261,865 shares of Common Stock
OWNED BY ________________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ________________________________________________________________
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,261,865 shares of Common Stock
- -------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,261,865 shares of Common Stock
- -------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.38%
- -------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 29365M109 13G Page 6 of 10 Pages
Item 1.
(a) Name of Issuer
EnteroMedics Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
2800 Patton Road
St. Paul, Minnesota 55113
Item 2(a). Name of Person Filing
This statement is filed by the entities and persons listed below, who are
collectively referred to herein as "Reporting Persons".
FUNDS
(i) Hudson Bay Fund LP, with respect to the shares of Common Stock
beneficially owned by it.
(ii) Hudson Bay Overseas Fund, Ltd. with respect to the shares of
Common Stock beneficially owned by it.
INVESTMENT MANAGER
(iii) Hudson Bay Capital Management, L.P., (the "Investment
Manager"), with respect to the shares of Common Stock
beneficially owned by Hudson Bay Fund LP and Hudson Bay
Overseas Fund, Ltd. (together, the "Hudson Bay Funds") and to
which the Investment Manager serves as investment manager.
REPORTING INDIVIDUAL
(iv) Mr. Sander Gerber ("Mr. Gerber"), with respect to the shares
of Common Stock beneficially owned by each of the Hudson Bay
Funds.
Mr. Gerber is referred to as the "Reporting Individual."
The Investment Manager serves as the investment manager to each of the
Hudson Bay Funds. The Reporting Individual is an executive officer of
the Investment Manager.
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
120 Broadway, 40th Floor
New York, NY 10271
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, $0.01 par value per share ("Common Stock")
Item 2(e) CUSIP Number
CUSIP No. 29365M109 13G Page 7 of 10 Pages
29365M109
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows 5 -
11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. The
Company indicated to the Reporting Persons in writing that on October
2, 2009 the Company had 31,213,336 shares of Common Stock issued and
outstanding prior to the issuance of shares of Common Stock in the
transaction described in the Company's current report on Form 8-K filed
on October 5, 2009 (the "8-K Filing"). As disclosed in the 8-K Filing,
the Company issued to the Hudson Bay Funds, in the aggregate, 6,161,068
shares of Common Stock. The percentage set forth on Row (11) of the
cover pages is based on the total number of outstanding shares of
Common Stock.
The Investment Manager, which serves as the investment manager to the
Hudson Bay Funds, may be deemed to be the beneficial owner of all
shares of Common Stock owned by the Hudson Bay Funds. The Reporting
Individual, as an executive officer of the Investment Manager with the
power to exercise investment discretion, may be deemed to be the
beneficial owner of all shares of Common Stock owned by the Hudson Bay
Funds. Each of the Investment Manager and the Reporting Individual
hereby disclaims any beneficial ownership of any such shares of Common
Stock, except for their pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class
CUSIP No. 29365M109 13G Page 8 of 10 Pages
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of October 6, 2009, by and among
Hudson Bay Fund LP, Hudson Bay Overseas Fund, Ltd., Hudson Bay Capital
Management, L.P. and Sander Gerber.
CUSIP No. 29365M109 13G Page 9 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: October 6, 2009
HUDSON BAY FUND LP HUDSON BAY OVERSEAS FUND, LTD.
By: Hudson Bay Capital Management LP, By: Hudson Bay Capital Management LP,
Investment Manager Investment Manager
By: /s/ Yoav Roth By: /s/ Yoav Roth
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Name: Yoav Roth Name: Yoav Roth
Title Authorized Signatory Title Authorized Signatory
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Yoav Roth /s/ Sander Gerber
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Name: Yoav Roth SANDER GERBER
Title Authorized Signatory
CUSIP No. 29365M109 13G Page 10 of 10 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the shares
of common stock, $0.01 par value, of EnteroMedics Inc. is being filed, and all
amendments thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated as of October 6, 2009
HUDSON BAY FUND LP HUDSON BAY OVERSEAS FUND, LTD.
By: Hudson Bay Capital Management LP, By: Hudson Bay Capital Management LP,
Investment Manager Investment Manager
By: /s/ Yoav Roth By: /s/ Yoav Roth
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Name: Yoav Roth Name: Yoav Roth
Title Authorized Signatory Title Authorized Signatory
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Yoav Roth /s/ Sander Gerber
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Name: Yoav Roth SANDER GERBER
Title Authorized Signatory