SEC FORM 4 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
 
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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*
TETI NICHOLAS

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2011
4. 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 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 10,840 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) $44.77 04/27/2007(1) 04/27/2017 Common Stock 4,578 4,578 D
Stock Option (right to buy) $26.41 05/06/2008(1) 05/06/2018 Common Stock 1,666 1,666 D
Stock Option (right to buy) $11.58 05/05/2009(1) 05/05/2019 Common Stock 1,666 1,666 D
Stock Option (right to buy) $13.8 05/28/2009(2) 05/28/2019 Common Stock 25,000 25,000 D
Stock Option (right to buy) $3.24 02/10/2010(3) 02/10/2020 Common Stock 12,500 12,500 D
Stock Option (right to buy) $2.52 05/06/2010(1) 05/06/2020 Common Stock 1,666 1,666 D
Up Front Warrant $2.15 (5) (4) Common Stock 10,840 10,840 D
Stock Option (Right to Buy) $2.63 05/05/2011 A 10,000 05/05/2011(1) 05/05/2021 Common Stock 10,000 $2.63 10,000 D
Explanation of Responses:
1. Vests immediately as to 25% on date noted and thereafter in cumulative installments of 1/36th per month.
2. Vests in cumulative installments of 1/36th per month beginning the date shown.
3. 25,0000 shares vest immediately and the remaining 50,000 shares vest in cumulative installments of 1/36th per month beginning 3/10/2010.
4. Not applicable.
5. Exercisable six months from the date of issuance on 9/30/2010.
/s/ Mark B. Knudson, Attorney-in-Fact for Nicholas L. Teti 05/09/2011
** 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 4 (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).
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