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* KLINGENSTEIN PAUL H (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 4000 (Street) SAN FRANCISCO CA 94111 (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

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
Common Stock Warrant (right to buy)	$2.15	09/30/2010		P		406,504		(1)(2)	(1)	Common Stock	406,504	$0.125	406,504	I	By Aberdare II Annex Fund, L.P.(3)
Series A Non-Voting Convertible Preferred Stock	(4)	09/30/2010		P		406,504		(2)(4)	(4)	Common Stock	406,504	$1.72	406,504	I	By Aberdare II Annex Fund, L.P.(3)
Common Stock Warrant (right to buy)	$2.15	09/30/2010		P		16,525		(1)(5)	(1)	Common Stock	16,525	$0.125	16,525	D
Series A Non-Voting Convertible Preferred Stock	(4)	09/30/2010		P		16,525		(4)(5)	(4)	Common Stock	16,525	$1.72	16,525	D

Explanation of Responses:

1. The Warrant exercise period (the "Exercise Period") shall begin on the later to occur of (a) the date that is 181 days from the date of the issuance of the Warrant and (b) the date on which the Equity Offering (as defined in Securites Purchase Agreement dated September 30, 2010 by and between the Issuer and the Purchasers) commences, and shall end on the fifth anniversary of the date on which the Exercise Period begins.

2. Aberdare II Annex Fund, L.P. ("Aberdare Annex II") shall not be permitted to convert an amount of Convertible Preferred Stock or exercise the Warrants for an amount of Common Stock that would result in Aberdare Annex II owning more than 19.99% of the Issuer's Common Stock oustanding after such conversion and/or exercise.

3. The securities are owned by Aberdare Annex II. Aberdare GP II, L.L.C. ("Aberdare GP II") serves as the sole General Partner of Aberdare Annex II, and has sole voting and investment control over the securities owned by Aberdare Annex II, and may be deemed to own beneficially the securities held by Aberdare Annex II. Aberdare GP II however owns no securities of the Issuer directly. Paul H. Klingenstein ("Klingenstein") is a manager of Aberdare GP II and has voting and dispositive power over the securities held by Aberdare Annex II. Klingenstein disclaims beneficial ownership of the securities held by Aberdare Annex II, except to the extent of his proportionate pecuniary interest therein.

4. The Series A Non-Voting Convertible Preferred Stock is convertible into Common Stock at any time on a one-for-one basis, and has no expiration date.

5. Klingenstein shall not be permitted to convert an amount of Convertible Preferred Stock or exercise the Warrants for an amount of Common Stock that would result in Klingenstein owning more than 19.99% of the Issuer's Common Stock oustanding after such conversion and/or exercise.

	/s/ Paul H. Klingenstein	10/04/2010
	** Signature of Reporting Person	Date
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* 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).
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