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* Donders Adrianus (Last) (First) (Middle) 2800 PATTON ROAD (Street) ST. PAUL MN 55113 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/14/2007	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) Sr Vice Pres of Operations	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)
No securities are held	000	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	04/11/2006(1)	04/11/2015	Common Stock	87,913	0.46	D
Stock Option (right to buy)	(2)	04/27/2015	Common Stock	21,979	0.46	D
Stock Option (right to buy)	04/20/2007(1)	04/20/2016	Common Stock	34,616	0.46	D
Stock Option (right to buy)	02/06/2008(1)	02/06/2017	Common Stock	54,946	5.19	D

Explanation of Responses:

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

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

Remarks:

Exhibit 24: Power of Attorney attached

	/s/ Greg S. Lea, Attorney-in-Fact	11/13/2007
	** 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.
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POWER OF ATTORNEY
Know all by these presents, that I hereby constitute and appoint each of Mark B. 
Knudson, Greg S. Lea and Adrianus (Jos) Donders 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. &n
bsp;      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 virtu
e 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 November 8, 2007. 
/s/ Adrianus (Jos) Donders
Adrianus (Jos) Donders