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* KNUDSON MARK B (Last) (First) (Middle) 2800 PATTON ROAD (Street) ST. PAUL 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 X Officer (give title below) Other (specify below) Chrmn, Pres & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 09/27/2012
	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								1,382	I	Spouse Revocable Trust
Common Stock								3,215	I	Family Limited Partnership
Common Stock								57,571	I	Revocable Trust 2003

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)	$2.76							08/16/2004(1)	08/16/2014	Common Stock	11,575		11,575	D
Stock Option (right to buy)	$2.76							(2)	04/27/2015	Common Stock	7,915		7,915	D
Stock Option (right to buy)	$2.76							04/20/2007(3)	04/20/2016	Common Stock	6,776		6,776	D
Stock Option (right to buy)	$1.9							10/29/2010(5)	10/29/2017	Common Stock	33,432		33,432	D
Stock Option (right to buy)	$1.9							10/29/2010(5)	10/29/2017	Common Stock	25,902		25,902	D
Stock Option (right to buy)	$1.9							10/29/2010(5)	10/29/2017	Common Stock	44,131		44,131	D
Warrant (Right to Buy)	$8.28							08/24/2009	02/24/2013	Common Stock	5,498		5,498	I	Revocable Trust 2003
Stock Option (right to buy)	$1.9							10/29/2010(5)	10/29/2017	Common Stock	50,472		50,472	D
Stock Option (right to buy)	$3.78							11/18/2009(4)	11/18/2019	Common Stock	20,833		20,833	D
Warrant (Common Stock)	$2.19							(6)	(7)	Common Stock	25,000		25,000	D
Stock Option (right to buy)	$2.58							03/16/2011(8)	02/16/2021	Common Stock	350,000		350,000	D
Stock Option (right to buy)	$2.67							08/12/2011(8)	07/12/2021	Common Stock	350,000		350,000	D
Stock Option (right to buy)	$1.9							01/14/2012(8)	12/14/2021	Common Stock	200,000		200,000	D
Stock Option (right to buy)	$3.35(9)	09/27/2012		A		1,292,225		08/10/2012(8)	07/10/2022	Common Stock	1,292,225	$0.00	1,292,225	D

Explanation of Responses:

1. 32,968 shares vest immediately, of the remaining shares 25% vest on the first anniversary of the date of grant and thereafter at 1/36th per month for 36 months, beginning the date shown.

2. Currently 100% vested in accordance with achievement of milestone vesting terms.

3. Vests 25% on the first anniversary of the date of grant and 1/36th per month for 36 months thereafter, beginning the date shown.

4. 25% vests immediately and the remaining 75% vests on 11/15/2010; 100% of unvested shares become vested upon change in control.

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

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

7. Warrant expires five years from the date it becomes exercisable.

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

9. The exercise price is the closing price on July 10, 2012, the date the board authorized the grants subject to stockholder approval of the increase in the number of shares available for awards under the stock incentive plan, which was obtained on September 27, 2012.

	/s/ Greg S. Lea, Attorney in Fact for Mark B. Knudson	09/28/2012
	** 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).
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