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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Tweden Katherine S. (Last) (First) (Middle) 2800 PATTON ROAD (Street) ST. PAUL MN 55113 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/10/2011	3. Issuer Name and Ticker or Trading Symbol EnteroMedics Inc [ ETRM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice Pres-Research & Clinical	5. 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 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	1,053	D

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
Stock Option (Right to Buy)	(1)	08/16/2014	Common Stock	10,192	2.76	D
Stock Option (Right to Buy)	(1)	04/27/2015	Common Stock	183	2.76	D
Stock Option (Right to Buy)	(1)	04/20/2016	Common Stock	2,655	2.76	D
Stock Option (Right to Buy)	10/29/2010(2)	10/29/2017	Common Stock	1,454	1.9	D
Stock Option (Right to Buy)	10/29/2010(2)	10/29/2017	Common Stock	1,295	1.9	D
Stock Option (Right to Buy)	10/29/2010(2)	10/29/2017	Common Stock	2,136	1.9	D
Stock Option (Right to Buy)	10/29/2010(2)	10/29/2017	Common Stock	20,416	1.9	D
Stock Option (Right to Buy)	(1)	11/18/2019	Common Stock	16,666	3.78	D
Stock Option (Right to Buy)	03/16/2011(3)	02/16/2021	Common Stock	91,981	2.58	D

Explanation of Responses:

1. Options currently 100% vested.

2. Options vest 33% on date noted and thereafter at 1/24th per month.

3. Vests in increments of 1/48th per month, beginning the date shown.

Remarks:

EXHIBIT 24: POWER OF ATTORNEY

	/s/ Greg S. Lea, Attorney-in-Fact for Katherine S. Tweden	03/17/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
      Know all by these presents, that I hereby constitute and appoint each of Mark B. Knudson and 
Greg S. Lea my true and lawful attorney-in-fact and agent, each acting
alone, with full power of substitution for me and in my name, place and stead, to: 
1. execute for me and on my behalf, in my capacity as an officer and/or director of EnteroMedics Inc, 
Forms 3, 4 or 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, 
and the rules promulgated thereunder; 
2. do and perform any and all acts for me and on my behalf which may be necessary or desirable to 
complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto 
and timely file such Form with the United States Securities and Exchange Commission and any stock exchange 
or similar authority; and 
3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion 
of such attorney-in-fact, may be of benefit to me, in my best interest or legally required by me, it being 
understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of 
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may 
approve in such attorney-in-fact's discretion. 
      I hereby grant to each such attorney-in-fact full power and authority to do and perform any and 
every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally 
present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's 
substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and 
the rights and powers herein granted.  I acknowledge that the attorneys-in-fact, in serving in such capacity 
at my request, are not assuming, nor is EnteroMedics Inc. assuming, any of my responsibilities to comply 
with Section 16 of the Securities Exchange Act of 1934, as amended.
      This Power of Attorney shall remain in full force and effect until I am no longer required to file 
Forms 3, 4 and 5 with respect to my holdings of and transactions in securities of EnteroMedics Inc, unless 
earlier revoked by me in a signed writing delivered to the attorneys-in-fact named above. 
      IN WITNESS WHEREOF, I have signed this Power of Attorney on March 9, 2011. 
        
/s/ Katherine S. Tweden

1

1

-2-