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* LEA GREGORY S (Last) (First) (Middle) 2800 PATTON ROAD (Street) MINNEAPOLIS MN 55113 (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) Director 10% Owner X Officer (give title below) Other (specify below) Sr Vice Pres and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 02/16/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/18/2011	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
Common Stock								13,250	D

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
Stock Option (right to buy)	$1.9							10/29/2010(2)	10/29/2017	Common Stock	16,711		16,711	D
Stock Option (right to buy)	$1.9							10/29/2010(2)	10/29/2017	Common Stock	3,913		3,913	D
Stock Option (right to buy)	$1.9							10/29/2010(2)	10/29/2017	Common Stock	16,118		16,118	D
Common Stock Warrant	$8.28							08/24/2009	02/24/2013	Common Stock	1,374		1,374	D
Stock Option (right to buy)	$1.9							10/29/2010(2)	10/29/2017	Common Stock	14,597		14,597	D
Stock Option (Right to Buy)	$3.78							11/18/2009(1)	11/18/2019	Common Stock	16,666		16,666	D
Warrant (Common Stock)	$2.19							(3)	(4)	Common Stock	10,000		10,000	D
Stock Option (right to buy)	$2.58	02/16/2011		A		200,000		03/16/2011(5)(6)	02/16/2021	Common Stock	200,000	$0.00	200,000	D

Explanation of Responses:

1. 25% vests immediately and the remaining 75% vests on 11/15/2010; 100% of unvested shares become vested upon change in control.

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

3. Warrant becomes exercisable 181 days from the date of issuance at close of offering.

4. Warrant expires five years from date it first becomes exercisable.

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

6. This filing is amended to correct the initial exercise date.

Remarks:

THIS FORM 4 WAS AMENDED TO CORRECT A VESTING DATE AS NOTED IN FOOTNOTE 6. THE REMAINDER OF THE FORM HAS BEEN RESTATED IN ITS ENTIRETY WITHOUT CHANGE.

	/s/ Greg S. Lea	03/17/2011
	** Signature of Reporting Person	Date
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