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
	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* HARRISON DONALD C (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) 09/30/2010
	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								4,655(5)	D
Common Stock								118,758(5)	I	Charter Life Sciences, L.P.(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
Warrants (right to buy)	$23.68(5)							04/23/2004(1)	04/23/2011	Common Stock	169(5)		169(5)	D
Warrants (right to buy)	$2.76(5)							12/12/2005(1)	12/12/2010	Common Stock	2,747(5)		2,747(5)	I	Charter Life Sciences, L.P.(2)
Stock Option (Right to Buy)	$48.01(5)							03/25/2008(3)	03/25/2018	Common Stock	4,166(5)		4,166(5)	D
Stock Option (Right to Buy)	$11.58(5)							05/05/2009(4)	05/05/2019	Common Stock	1,666(5)		1,666(5)	D
Stock Option (Right to Buy)	$2.52(5)							05/06/2010(4)	05/06/2020	Common Stock	1,666(5)		1,666(5)	D
Series A NonVoting Convertible Preferred Stock	(6)	09/30/2010		P		216,802		09/30/2010	(7)	Common Stock	216,802	$1.72	216,802	I	Charter Life Sciences, L.P.
Up Front Warrant	$2.15	09/30/2010		P		216,802		(8)	(7)	Common Stock	216,802	$0.125	216,802	I	Charter Life Sciences, L.P.

Explanation of Responses:

1. Immediately exercisable.

2. The reporting person is managing partner of Charter Life Sciences, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

3. Vests as to 25% immediately and then 1/36th per month thereafter. The vesting stops when reporting person ceases to be a director, if that occurs before the grant is fully vested.

4. Vests as to 25% on date noted and thereafter in cumulative installments of 1/36th per month.

5. On July 9, 2010, EnteroMedics Inc. effected a 1-for-6 reverse stock split of its issued and outstanding shares of common stock, par value $0.01 per share, resulting in a proportional decrease in the total shares of common stock beneficially owned by the reporting person. all previously reported exercise prices, option grants and similar insstruments convertible into common stock were proportionaly adjusted to reflect the reverse split.

6. The Series A preferred stock is convertible into EnterMedics common stock on a 1-for-1 basis. Upon the completion of certain financings, as described in the Certificate of Designations, additional conversion warrants may be issued. If the converson warrants are issued by the Company, the reporting person would pay $0.125 per conversion warrant with such warrant price to be paid through an adjustment to the conversion.

7. Not Applicable

8. The later of six months from the date of issuance, or the completion of a financing described in the certificate of designations.

Remarks:

THIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED.

	/s/ Greg S. Lea, Attorney-in-Fact	10/04/2010
	** Signature of Reporting Person	Date
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