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* 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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