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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 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*
Hudson Bay Capital Management, L.P.
(Last) (First) (Middle)
120 BROADWAY, 40TH FLOOR
(Street)
NEW YORK NY 10271
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $0.01 ("Common Stock") 10/02/2009 S 2,234,329 D $1.015(1) 3,926,739(2) I(2)(3) See footnotes(2)(3)
Common Stock 10/05/2009 S 196,774 D $0.918(4) 3,729,965(5) I(3)(5) See footnotes(3)(5)
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
1. Name and Address of Reporting Person*
Hudson Bay Capital Management, L.P.
(Last) (First) (Middle)
120 BROADWAY, 40TH FLOOR
(Street)
NEW YORK NY 10271
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hudson Bay Fund LP
(Last) (First) (Middle)
120 BROADWAY
4OTH FLOOR
(Street)
NEW YORK NY 10271
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hudson Bay Overseas Fund Ltd.
(Last) (First) (Middle)
C/O HUDSON BAY CAPITAL MANAGEMENT, L.P.
120 BROADWAY, 40TH FLOOR
(Street)
NEW YORK NY 10271
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gerber Sander
(Last) (First) (Middle)
C/O HUDSON BAY CAPITAL MANAGEMENT, L.P.
120 BROADWAY, 40TH FLOOR
(Street)
NEW YORK NY 10271
(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.11 to $0.95, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (4) of this Form 4.
2. Hudson Bay Capital Management, L.P., a Delaware limited partnership, acts as the investment manager of (i) Hudson Bay Fund LP, a Delaware limited partnership, which immediately following the reported transaction held 1,413,626 shares of Common Stock and (ii) Hudson Bay Overseas Fund Ltd., a Cayman Islands company, (together with Hudson Bay Fund LP, the "Hudson Bay Funds"), which immediately following the reported transaction held 2,513,113 shares of Common Stock.
3. Hudson Bay Capital Management, L.P. acts as the investment manager of the Hudson Bay Funds and may be deemed, as of the date hereof, to be the beneficial owner of the Issuer's securities or derivative securities held by such funds. Sander Gerber is an executive officer of Hudson Bay Capital Management, L.P. Hudson Bay Capital Management, L.P. and Sander Gerber do not hold directly any of the Issuer's securities or derivative securities with respect thereto, and disclaim any beneficial ownership of any of the Issuer's securities or derivative securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except for their pecuniary interest therein.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.03 to $0.88, inclusive.
5. Immediately following the reported transaction Hudson Bay Fund LP held 1,342,787 shares of Common Stock and Hudson Bay Overseas Fund Ltd. held 2,387,178 shares of Common Stock.
HUDSON BAY FUND LP By: HUDSON BAY CAPITAL MANAGEMENT, L.P., its Investment Manager, /s/ Yoav Roth, By: Yoav Roth, Principal and Portfolio Manager 10/06/2009
HUDSON BAY OVERSEAS FUND LTD. By: HUDSON BAY CAPITAL MANAGEMENT, L.P., its Investment Manager /s/ Yoav Roth, By: Yoav Roth, Principal and Portfolio Manager 10/06/2009
HUDSON BAY CAPITAL MANAGEMENT, L.P. /s/ Yoav Roth, By: Yoav Roth, Principal and Portfolio Manager 10/06/2009
/s/ Sander Gerber 10/06/2009
** 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.
                            JOINT FILER INFORMATION


NAME: Hudson Bay Fund LP

ADDRESS:    c/o Hudson Bay Capital Management, L.P.
- -------     120 Broadway, 40th Floor
            New York, NY 10271

DESIGNATED FILER: Hudson Bay Capital Management, L.P.
- ----------------

ISSUER AND TICKER SYMBOL: EnteroMedics Inc. (ETRM)
- ------------------------

DATE OF EVENT REQUIRING STATEMENT: October 2, 2009
- ---------------------------------








                             JOINT FILER INFORMATION

NAME: Hudson Bay Overseas Fund Ltd.
- ----

ADDRESS:   c/o Hudson Bay Capital Management, L.P.
- -------    120 Broadway, 40th Floor
           New York, NY 10271

DESIGNATED FILER: Hudson Bay Capital Management, L.P.
- ----------------

ISSUER AND TICKER SYMBOL: EnteroMedics Inc. (ETRM)
- ------------------------

DATE OF EVENT REQUIRING STATEMENT: October 2, 2009
- ---------------------------------







                             JOINT FILER INFORMATION

NAME: Sander Gerber

ADDRESS:    c/o Hudson Bay Capital Management, L.P.
- -------     120 Broadway, 40th Floor
            New York, NY 10271

DESIGNATED FILER: Hudson Bay Capital Management, L.P.
- ----------------

ISSUER AND TICKER SYMBOL: EnteroMedics Inc. (ETRM)
- ------------------------

DATE OF EVENT REQUIRING STATEMENT: October 2, 2009
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