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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

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1. Name and Address of Reporting Person^*

Nihalani Rajesh

(Last)

(First)

(Middle)

2800 PATTON ROAD

(Street)

ST. PAUL

55113

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2017

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)
Chief Technology 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, $0.01 par value per share	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)

Explanation of Responses:

	/s/ Scott P. Youngstrom, attorney-in-fact	05/24/2017
	** 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
DR. RAJ NIHALANI

With respect to holdings of and transactions in
securities issued by EnteroMedics Inc. (the
Company), the undersigned hereby constitutes and
appoints the officers of the Company listed on
Schedule A attached hereto and as may be amended
from time to time, or any of them signing singly,
with full power of substitution and resubstitution,
to act as the undersigned's true and lawful
attorney-in-fact to:

1.	prepare, execute in the undersigned's name
and on the undersigned's behalf, and submit to the
United States Securities and Exchange Commission
(the SEC) a Form ID, including amendments thereto,
and any other documents necessary or appropriate to
obtain and/or regenerate codes and passwords enabling
the undersigned to make electronic filings with the
SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended, Rule 144
under the Securities Act of 1933, as amended, or any
rule or regulation of the SEC;

2.     execute for and on behalf of the undersigned,
Forms 3, 4, and 5 in accordance with Section 16 of
the Securities Exchange Act of 1934, as amended, any
Form 144 in accordance with Rule 144 under the
Securities Act of 1933, as amended, and the rules
and regulations thereunder;

3. 	do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such
Form 3, 4, or 5 or Form 144 or complete and execute
any amendment or amendments thereto, and timely file
such forms with the SEC and any stock exchange or
similar authority; and

4. 	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, in the best interest of, or legally
required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact
on behalf of the undersigned 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 the discretion of such attorney-in-
fact.

The undersigned hereby grants 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 the undersigned might
or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby
ratifying and confirming all that such attorney-in-
fact, or such attorney-in-facts 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.

The undersigned hereby acknowledges that the attorneys-
in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended, or Rule
144 of the Securities Act of 1933, as amended, and
any similar law, rule or regulation.

This Power of Attorney shall remain in full force
and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 and Forms 144
with respect to the undersigned's holdings of and
transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this
22nd day of May, 2017.

/s/ Dr. Raj Nihalani
Dr. Raj Nihalani


Schedule A

Individuals Appointed as Attorney-in-Fact with
Full Power of Substitution and Resubstitution

1.  Dan W. Gladney, President and Chief Executive
Officer

2.  Scott P. Youngstrom, Chief Financial Officer,
Chief Compliance Officer and Secretary

3.  Scott Madson, Controller