Page 1 of 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
Information to be Included in Statements Filed Pursuant to Section 240.13d-1(b),
(c) and (d) and Amendments Thereto Filed Pursuant to Section 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No._)*
EnteroMedics Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
29365M208
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(CUSIP Number)
December 31, 2010
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
- ----------------
*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 the purpose 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).
(Continued on following page(s))
CUSIP No. 29365M208 13G Page 2 of 8
1. NAME OF REPORTING PERSONS
TIAA-CREF Investment Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,849,546
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,849,546
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,546
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.63%
12. TYPE OF REPORTING PERSON
IA
CUSIP No. 29365M208 13G Page 3 of 8
1. NAME OF REPORTING PERSONS
College Retirement Equities Fund- Stock Account
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 1,849,546
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 1,849,546
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,546
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.63%
12. TYPE OF REPORTING PERSON
IV
CUSIP No. 29365M208 13G Page 4 of 8
ITEM 1(a). NAME OF ISSUER:
EnteroMedics Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2800 Patton Road
St. Paul, MN 55113
ITEMS 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP
OF PERSONS FILING:
TIAA-CREF Investment Management, LLC ("Investment
Management")
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
College Retirement Equities Fund-Stock Account ("CREF
Stock Account")
730 Third Avenue
New York, NY 10017-3206
Citizenship: New York
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
29365M208
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
INVESTMENT MANAGEMENT
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange
Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act of 1940.
(e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(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.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 29365M208 13G Page 5 of 8
CREF STOCK ACCOUNT
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange
Act.
(d) (x) Investment Company registered under Section 8 of the Investment
Company Act of 1940.
(e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(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.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 29365M208 13G Page 6 of 8
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
ITEM 4. OWNERSHIP
(a) Aggregate amount beneficially owned: 1,849,546 (See Exhibit A
attached)
(b) Percent of class: 6.63%
(c) Number of shares as to which person has:
INVESTMENT MANAGEMENT CREF- STOCK ACCOUNT
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Sole Voting Power: 1,849,546 0
Shared Voting Power: 0 1,849,546
Sole Dispositive Power: 1,849,546 0
Shared Dispositive Power: 0 1,849,546
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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 ( ).
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Exhibit A attached
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
CUSIP No. 29365M208 13G Page 7 of 8
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2011
TIAA-CREF INVESTMENT MANAGEMENT, LLC
By: /s/ William J. Wilkinson
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William J. Wilkinson, Managing Director
Asset Management Services
COLLEGE RETIREMENT EQUITIES FUND-STOCK ACCOUNT
By: /s/ William J. Wilkinson
------------------------
William J. Wilkinson, Managing Director
Asset Management Strategy and Operations
CUSIP No. 29365M208 13G Page 8 of 8
EXHIBIT A
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ITEM 6. OWNERSHIP.
TIAA-CREF Investment Management, LLC ("Investment Management") is the investment
adviser to the College Retirement Equities Fund ("CREF"), a registered
investment company, and may be deemed to be a beneficial owner of 1,849,546
shares of Issuer's common stock owned by CREF. These shares were acquired in the
ordinary course of business, and not with the purpose or effect of changing or
influencing control of the Issuer.