SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* WHITEBOX ADVISORS LLC (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/07/2011	3. Issuer Name and Ticker or Trading Symbol EnteroMedics Inc [ ETRM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks below	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	1,932,600	I(2)	See Footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(1)	06/13/2011	06/13/2016	Common Stock Warrants	1,700,000	2.19	I(2)	See Footnote(3)

1. Name and Address of Reporting Person* WHITEBOX ADVISORS LLC (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip)

1. Name and Address of Reporting Person* Whitebox Multi-Strategy Partners LP (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip)

1. Name and Address of Reporting Person* Whitebox Small Cap Long Short Equity Advisors, LLC (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pandora Select Partners, L.P. (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip)

1. Name and Address of Reporting Person* HFR MASTER TRUSTS (Last) (First) (Middle) 65 FRONT STREET (Street) HAMILTON HM 11 D0 (City) (State) (Zip)

Explanation of Responses:

1. Shares acquired are held directly by Whitebox Multi-Strategy Partners, L.P. ("WMSP"), Whitebox Small Cap Long Short Equity Partners, L.P. ("WSCLSEP"), Pandora Select Partners, L.P. ("PSP"), and HFR RVA Combined Master Trust ("HFR").

2. The general partner of , WMSP is Whitebox Multi-Strategy Advisors, LLC ("WMSA"), WSCLSEP is Whitebox Small Cap Long Short Equity Advisors, LLC ("WSCLSEA"), and PSP is Pandora Select Advisors, LLC ("PSA"). The managing member and controlling owner of WMSA, WSCLSEA, and PSA is Whitebox Advisors, LLC ("WA"). WA is the investment manager authorized and appointed as HFR's agent and attorney-in-fact with the power to direct the affairs of HFR including the power to vote and dispose of the shares of Common Stock held by HFR and decision-making power with respect to the disposition of the proceeds from the sale of such Common Stock.

3. Shares attributable to interests held by WA as Managing Member of WMSA, WSCLSEA, and PSA, which act as General Partners of WMSP, WSCLSEP, and PSP which directly hold the shares and as Investment Adviser to HFR.

Remarks:

Based on the relationships described in notes (1) and (2), the entities referenced therein may be deemed to constitute a group for purposes of Rule 13d-5(b)(1) under the Securities and Exchange Act of 1934. The filing of this statement shall not be construed as an admission that WA, WMSA, WMSP, WSCLSEA, WSCLSEP, PSA, PSP, and HFR are a group, or have agreed to act as a group. WA, WMSA, WMSP, WSCLSEA, WSCLSEP, PSA, PSP, and HFR each disclaim beneficial ownership of the shares of common stock reported herein except to the extent of their pecuniary interest in such shares.

	/s/ Jonathan D. Wood, Chief Operating Officer, on behalf of Whitebox Advisors, LLC	03/07/2011
	** Signature of Reporting Person	Date
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