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*
Jansz Anthony P.

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2016
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 1,667(1) I Family Trust(2)
Common Stock 10,000(1) I Pibrac Property Holdings PTY(3)
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
Director Option (right to buy) $39.45(1) 05/05/2011(4) 05/05/2021 Common Stock 1,666 1,666(1) D
Director Option (right to buy) $41.55(1) 05/09/2012(4) 05/09/2022 Common Stock 666 666(1) D
Stock Option (right to buy) $39.75(1) 01/22/2013(5) 01/22/2017 Common Stock 3,333 3,333(1) D
Warrants $17.1(1) 02/27/2013 02/27/2018 Common Stock 4,000 4,000(1) I Pibrac Property Holdings PTY(3)
Director Option (right to buy) $13.2(1) 05/08/2013(4) 05/08/2023 Common Stock 666 666(1) D
Option (right to buy) $19.65(1) 05/31/2013(6) 05/31/2017 Common Stock 3,333 3,333(1) D
Director Option (right to buy) $27.6(1) 05/07/2014(4) 05/07/2024 Common Stock 1,666 1,666(1) D
Performance Option (right to buy) $17.1(1) 11/14/2014(7) 10/06/2018 Common Stock 1,666 1,666(1) D
Director Option (right to buy) $16.8(1) 05/06/2015(4) 05/06/2025 Common Stock 1,666 1,666(1) D
Director Option (right to buy) $16.8(1) 06/06/2015(8) 05/06/2025 Common Stock 1,666 1,666(1) D
Director Option (Right to Buy) $0.75 05/04/2016 A 3,000 05/04/2016(4) 05/04/2026 Common Stock 3,000 $0.00 3,000 D
Explanation of Responses:
1. On January 6, 2016, EnteroMedics Inc. effected a 1-for-15 reverse stock split of its issued and outstanding shares of common stock, par value $0.01 per share, resulting in a proportional decrease in the total shares of common stock beneficially owned by the reporting person. all previously reported exercise prices, option grants and similar instruments convertible into common stock were proportionally adjusted to reflect the reverse split.
2. The reporting person disclaims beneficial interest in the shares held by the Trust.
3. The reporting person disclaims beneficial interest in the shares, except to the extent of his pecuniary interest in such shares.
4. Vests immediately as to 25% on date noted and thereafter in cumulative installments of 1/36th per month.
5. Vests immediately as to 1,111 shares on the date noted; 1,111 shares on 1/22/2014 and 1,111 shares on 1/22/2015.
6. Vests immediately as to 1,111 shares on the date noted; 1,111 shares on 5/31/2014 and 1,111 shares on 5/31/2015.
7. On October 6, 2014, the reporting person was granted an option to purchase 1,666 shares of common stock upon the satisfaction of certain performance criteria prior to March 31, 2015. The performance criteria were met, resulting in vesting of the option in full.
8. Vests in cumulative installments of 1/12th per month beginning the date shown.
Remarks:
THIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED.
/s/ Greg S. Lea, Attorney-in-Fact for Anthony P. Jansz 05/06/2016
** 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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