SEC Filing - ReShape Lifesciences

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SEC FORM 3 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

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1. Name and Address of Reporting Person^*

Shikora Scott A

(Last)

(First)

(Middle)

2800 PATTON ROAD

(Street)

ST. PAUL

55113

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2015

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)
EVP & Chief Medical Officer

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	0	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	06/01/2016⁽¹⁾	04/21/2025	Common Stock	375,000	1.12	D
Stock Option (Right to Buy)	⁽²⁾	04/21/2025	Common Stock	375,000	1.12	D

Explanation of Responses:

1. Vests as to 25% on date noted and thereafter in cumulative installments of 1/36th per month.

2. 1/36th of this option vests one month after reporting person becomes a full-time employee (currently expected to occur on June 1, 2016) with the balance vesting thereafter in cumulative installments of 1/36th per month.

Remarks:

EXHIBIT 24: POWER OF ATTORNEY ATTACHED

	/s/ Greg S. Lea, Attorney in Fact for Scott A. Shikora	06/08/2015
	** 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 May 26, 2015.

/s/ Scott A. Shikora
Scott A. Shikora