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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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OMB Number: 3235-0287
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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*
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)
08/12/2015
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
Common Stock 08/12/2015 P 135,000 A $0.2438(1) 135,000 D
Common Stock 08/13/2015 P 168,000 A $0.2488(2) 303,000 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) $2.76 (3) 04/27/2015 Common Stock 7,915 7,915 D
Stock Option (right to buy) $2.76 (3) 04/20/2016 Common Stock 6,776 6,776 D
Stock Option (right to buy) $1.9 10/29/2010(4) 10/29/2017 Common Stock 33,432 33,432 D
Stock Option (right to buy) $1.9 10/29/2010(4) 10/29/2017 Common Stock 25,902 25,902 D
Stock Option (right to buy) $1.9 10/29/2010(4) 10/29/2017 Common stock 44,131 44,131 D
Stock Option (right to buy) $1.9 10/29/2010(4) 10/29/2017 Common Stock 50,472 50,472 D
Stock Option (right to buy) $3.78 (3) 11/18/2019 Common Stock 20,833 20,833 D
Warrant (common stock right to buy) $2.19 (5) (6) Common Stock 25,000 25,000 D
Stock Option (right to buy) $2.58 03/16/2011(7) 02/16/2021 Common Stock 350,000 350,000 D
Stock Option (right to buy) $2.67 08/12/2011(7) 07/12/2021 Common Stock 350,000 350,000 D
Stock Option (right to buy) $1.9 01/14/2012(7) 12/14/2021 Common Stock 200,000 200,000 D
Stock Option (right to buy) $3.35(8) 08/10/2012(7) 07/10/2022 Common Stock 1,292,225 1,292,225 D
Stock Option (right to buy) $1.31 06/30/2013(7) 05/31/2013 Common Stock 1,278,730 1,278,730 D
Stock Option (right to buy) $1.11 04/09/2015(7) 03/09/2025 Common Stock 225,000 225,000 D
Explanation of Responses:
1. The price reported is the weighted average purchase price for the transaction reported. The purchase prices ranged from $0.2349 to $0.2500. The Reporting Person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares purchased at each price within the range.
2. The price reported is the weighted average purchase price for the transaction reported. The purchase prices ranged from $0.2475 to $0.2490. The Reporting Person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares purchased at each price within the range.
3. Options currently 100% vested.
4. Options vest 33% on date noted and thereafter at 1/24th per month.
5. Warrant becomes exercisable 181 days from the date of issuance at close of offering.
6. Warrant expires five years from the date it becomes exercisable.
7. Vests in increments of 1/48th per month, beginning the date shown.
8. 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 incentive plan, which was obtained on September 27, 2012.
Remarks:
/s/ Greg S. Lea, Attorney in Fact for Mark B. Knudson 08/14/2015
** 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 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).
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.