SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Final Amendment
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments
Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of 1934
EnteroMedics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29365M208
(CUSIP Number)
February 28, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
Page 1 of 6 Pages
SCHEDULE 13G
CUSIP No. 29365M208 Page 2 of 6 Pages
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1)
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NAME OF REPORTING PERSON
Gilder, Gagnon, Howe & Co. LLC
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3)
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SEC USE ONLY
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4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5)
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SOLE VOTING POWER
None
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6)
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SHARED VOTING POWER
None
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7)
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SOLE DISPOSITIVE POWER
None
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8)
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SHARED DISPOSITIVE POWER
1,063,573
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,063,573
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10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
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12)
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TYPE OF REPORTING PERSON
BD
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Schedule 13G
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Item 1(a).
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Name of Issuer:
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EnteroMedics Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
2800 Patton Road
St. Paul, MN 55113
Item 2(a). Name of Person Filing:
Gilder, Gagnon, Howe & Co. LLC
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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3 Columbus Circle, 26th Floor
New York, NY 10019
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Item 2(c).
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Citizenship:
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New York
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Item 2(d).
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Title of Class of Securities:
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Common Stock
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Item 2(e).
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CUSIP Number:
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29365M208
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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x
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Broker or Dealer Registered Under Section 15 of the Act (15 U.S.C. 78o)
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
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(c)
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¨
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Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
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(d)
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¨
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Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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¨
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Investment Adviser in accordance with § 240.13d-1(b)(1)(ii)(E)
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(f)
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¨
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Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)
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(g)
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¨
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Parent Holding Company or control person in accordance with §240.13d-1(b)(ii)(G)
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(h)
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¨
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Savings Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
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(i)
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¨
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Church plan that is excluded from the definition of an investment company under §3(c)(15) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(ii)(J)
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: 1,063,573
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(b)
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Percent of class: 3.8%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: None
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(ii)
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Shared power to vote or to direct the vote: None
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(iii)
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Sole power to dispose or to direct the disposition of: None
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(iv)
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Shared power to dispose or to direct the disposition of: 1,063,573
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The shares reported include 1,005,568 shares held in customer accounts over which partners and/or employees of the Reporting Person have discretionary authority to dispose of or direct the disposition of the shares, and 58,005 shares held in accounts owned by the partners of the Reporting Person and their families.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
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Item 10.
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Certification.
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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 knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
March 9, 2011
Date
/s/ Bonnie Haupt
Signature
Bonnie Haupt, Chief Compliance Officer & Branch Manager
Name/Title