View:
Download DOC
Download PDF
Download XLS
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
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
InterWest Management Partners IX, LLC
(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR
(Street)
MENLO PARK CA 94025
(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 X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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
Series C Preferred Stock (1) (1) Common Stock 1,359,261 (1) I(2) by: InterWest Partners IX, LP
1. Name and Address of Reporting Person*
InterWest Management Partners IX, LLC
(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ehrlich Christopher B
(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Grais Linda S
(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kjellson Nina S
(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nash H Ronald
(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
NASR KHALED
(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pepper Douglas A
(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Westerlind Victor A
(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series C Preferred Stock shall be automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.
2. The shares are owned by InterWest Partners IX, LP ("IW9"). InterWest Management Partners IX, LLC ("IMP9") is the general partner of IW9. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman, Arnold L. Oronsky, Thomas L. Rosch, and Michael B. Sweeney are Managing Directors of IMP9. Michael D. Boich, Bruce A. Cleveland, Christopher B. Ehrlich, Linda S. Grais, Ellen E. Koskinas, Nina Kjellson, H. Ronald Nash, Khaled A. Nasr, Douglas A. Pepper, and Victor A. Westerlind are Venture Members of IMP9. Each Managing Director and Venture Member of IMP9 disclaims beneficial ownership of such shares, except to the extent of their pecuniary interest therein.
Remarks:
Due to limitations of the EDGAR software, this Form 3 is filed on behalf of InterWest Partners IX, LP and certain other Reporting Persons, and is being filed on two Forms 3 (Part I and Part II) (collectively, the "InterWest Form 3"). This filing represents Part II of the InterWest Form 3 and should be read together with Part I. Part I and Part II of the InterWest Form 3 shall constitute one filing.
/s/ W. Stephen Holmes, Managing Director 11/13/2007
/s/ Christopher B. Ehrlich by Karen A. Wilson Power of Attorney 11/13/2007
/s/ Linda S. Grais by Karen A. Wilson Power of Attorney 11/13/2007
/s/ Nina Kjellson by Karen A. Wilson Power of Attorney 11/13/2007
/s/ H. Ronald Nash by Karen A. Wilson Power of Attorney 11/13/2007
/s/ Khaled A. Nasr by Karen A. Wilson Power of Attorney 11/13/2007
/s/ Douglas A. Pepper by Karen A. Wilson Power of Attorney 11/13/2007
/s/ Victor A. Westerlind by Karen A. Wilson Power of Attorney 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.
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.
                                                                      EXHIBIT 99

                         FORM 3 JOINT FILER INFORMATION

Name of
"Reporting Persons":       InterWest Partners IX, L.P. ("IW9")
                           InterWest Management Partners IX, LLC ("IMP9")

                           Harvey B. Cash
                           Philip T. Gianos
                           W. Stephen Holmes
                           Gilbert H. Kliman
                           Arnold L. Oronsky
                           Thomas L. Rosch
                           Michael B. Sweeney
                           Michael D. Boich
                           Bruce A. Cleveland
                           Christopher B. Ehrlich
                           Linda S. Grais
                           Nina Kjellson
                           H. Ronald Nash
                           Khaled A. Nasr
                           Douglas A. Pepper
                           Victor A. Westerlind

Address:                   2710 Sand Hill Road, Second Floor
                           Menlo Park, CA  94025

Designated Filer:          InterWest Partners IX, L.P.

Issuer and Ticker Symbol:  EnteroMedics Inc. (ETRM)

Date of Event:             November 14, 2007

Each of the following is a Joint Filer with InterWest Partners IX L.P. ("IW9")
and may be deemed to share indirect beneficial ownership in the securities set
forth on the attached Form 3:

InterWest Management Partners IX, LLC ("IMP9") is the general partner of IW9 and
has sole voting and investment control over the shares owned by IW9. Harvey B.
Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman, Arnold L. Oronsky,
Thomas L. Rosch, and Michael B. Sweeney are Managing Directors of IMP9 and
Michael D. Boich, Bruce A. Cleveland, Christopher B. Ehrlich, Linda S. Grais,
Nina Kjellson, H. Ronald Nash, Khaled A. Nasr, Douglas A. Pepper, and Victor A.
Westerlind are Venture Members of IMP9. Ellen Koskinas, a Venture Member of IMP9
is also a Director of the Issuer, and has filed a separate Form 3 in her own
name.

All Reporting Persons disclaim beneficial ownership of shares of EnteroMedics
Inc. stock held by IW9, except to the extent of their respective pecuniary
interest therein. The filing of this statement shall not be deemed an admission
that, for purposes of Section 16 of the Securities Exchange Act of 1934, or
otherwise, any of the Reporting Persons are the beneficial owner of all of the
equity securities covered by this statement.


                                       1.


                                                                      EXHIBIT 99

Each of the Reporting Persons listed above has designated InterWest Partners IX,
L.P. as its designated filer of Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder. Each
Reporting Person has appointed InterWest Management Partners IX, LLC as its
attorney in fact for the purpose of making reports relating to transaction in
EnteroMedics Inc. Common Stock.

                                                          
INTERWEST MANAGEMENT PARTNERS IX, L.L.C.                     Thomas L. Rosch, an individual
                                                             By: InterWest Management Partners IX, LLC,
                                                                 as Attorney-in-Fact
By: /s/ W. Stephen Holmes
    ----------------------------------------------------
         W. Stephen Holmes, Managing Director                By: /s/ Karen A. Wilson
                                                                 ----------------------------------------------------
                                                                      Karen A. Wilson, Power of Attorney

INTERWEST PARTNERS IX, LP                                    Michael B. Sweeney, an individual
                                                             By: InterWest Management Partners IX, LLC,
By: InterWest Management Partners IX, LLC                        as Attorney-in-Fact
    Its General Partner
                                                             By: /s/ Karen A. Wilson
                                                                 ----------------------------------------------------
                                                                      Karen A. Wilson, Power of Attorney
By: /s/ W. Stephen Holmes
    ----------------------------------------------------
       W. Stephen Holmes, Managing Director

Harvey B. Cash, an individual                                Michael D. Boich, an individual
By: InterWest Management Partners IX, LLC,                   By: InterWest Management Partners IX, LLC,
    as Attorney-in-Fact                                          as Attorney-in-Fact

By: /s/ Karen A. Wilson                                      By: /s/ Karen A. Wilson
    ----------------------------------------------------         ----------------------------------------------------
       Karen A. Wilson, Power of Attorney                             Karen A. Wilson, Power of Attorney

Philip T. Gianos, an individual                              Bruce A. Cleveland, an individual
By: InterWest Management Partners IX, LLC,                   By: InterWest Management Partners IX, LLC,
       as Attorney-in-Fact                                          as Attorney-in-Fact

By: /s/ Karen A. Wilson                                      By: /s/ Karen A. Wilson
    ----------------------------------------------------         ----------------------------------------------------
       Karen A. Wilson, Power of Attorney                             Karen A. Wilson, Power of Attorney

W. Stephen Holmes, an individual                             Christopher B. Ehrlich, an individual
By: InterWest Management Partners IX, LLC,                   By: InterWest Management Partners IX, LLC,
    as Attorney-in-Fact                                          as Attorney-in-Fact

By: /s/ W. Stephen Holmes                                    By: /s/ Karen A. Wilson
    ----------------------------------------------------         ----------------------------------------------------
       W. Stephen Holmes                                              Karen A. Wilson, Power of Attorney

Gilbert H. Kliman, an individual                             Linda S. Grais, an individual
By: InterWest Management Partners IX, LLC,                   By: InterWest Management Partners IX, LLC,
    as Attorney-in-Fact                                          as Attorney-in-Fact

By: /s/ Karen A. Wilson                                      By: /s/ Karen A. Wilson
    ----------------------------------------------------         ----------------------------------------------------
         Karen A. Wilson, Power of Attorney                           Karen A. Wilson, Power of Attorney

Arnold L. Oronsky, an individual                             Nina Kjellson, an individual
By: InterWest Management Partners IX, LLC,                   By: InterWest Management Partners IX, LLC,
    as Attorney-in-Fact                                          as Attorney-in-Fact

By: /s/ Karen A. Wilson                                      By: /s/ Karen A. Wilson
    ----------------------------------------------------         ----------------------------------------------------
         Karen A. Wilson, Power of Attorney                           Karen A. Wilson, Power of Attorney






                                       2.


                                                                      EXHIBIT 99

                                                          
H. Ronald Nash, an individual
By: InterWest Management Partners IX, LLC,
    as Attorney-in-Fact

By: /s/ Karen A. Wilson
    ----------------------------------------------------
         Karen A. Wilson, Power of Attorney


Khaled A. Nasr, an individual
By: InterWest Management Partners IX, LLC,
    as Attorney-in-Fact

By: /s/ Karen A. Wilson
    ----------------------------------------------------
         Karen A. Wilson, Power of Attorney

Douglas A. Pepper, an individual
By: InterWest Management Partners IX, LLC,
    as Attorney-in-Fact

By: /s/ Karen A. Wilson
    ----------------------------------------------------
         Karen A. Wilson, Power of Attorney

Victor A. Westerlind, an individual
By: InterWest Management Partners IX, LLC,
    as Attorney-in-Fact

By: /s/ Karen A. Wilson
    ----------------------------------------------------
         Karen A. Wilson, Power of Attorney






                                       3.

                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS:

The undersigned, Christopher B. Ehrlich, hereby constitutes and appoints Karen
A. Wilson as his true and lawful Attorney-in-Fact, with full power in his name
and on his behalf, to take all actions and do all things necessary with respect
to all matters arising in connection with the ownership reporting requirements
of the securities laws of the United States, including the execution and
delivery of all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by his in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
22nd day of October, 2003.


                                     CHRISTOPHER B. EHRLICH



                                     /s/ Christopher B. Ehrlich
                                     -----------------------------------------

                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS:

The undersigned, Douglas A. Pepper, hereby constitutes and appoints Karen A.
Wilson as his true and lawful Attorney-in-Fact, with full power in his name and
on his behalf, to take all actions and do all things necessary with respect to
all matters arising in connection with the ownership reporting requirements of
the securities laws of the United States, including the execution and delivery
of all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by his in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 1st
day of June, 2007.


                                     DOUGLAS A. PEPPER



                                     /s/ Douglas A. Pepper
                                     -----------------------------------

                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS:

The undersigned, H. Ronald Nash, hereby constitutes and appoints Karen A. Wilson
as his true and lawful Attorney-in-Fact, with full power in his name and on his
behalf, to take all actions and do all things necessary with respect to all
matters arising in connection with the ownership reporting requirements of the
securities laws of the United States, including the execution and delivery of
all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by his in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
19th day of August, 2002.


                                     H. RONALD NASH



                                     /s/ H. Ronald Nash
                                     -----------------------------------

                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS:

The undersigned, Khaled A. Nasr, hereby constitutes and appoints Karen A. Wilson
as his true and lawful Attorney-in-Fact, with full power in his name and on his
behalf, to take all actions and do all things necessary with respect to all
matters arising in connection with the ownership reporting requirements of the
securities laws of the United States, including the execution and delivery of
all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by his in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
31st day of May, 2007.


                                     KHALED A. NASR



                                     /s/ Khaled A. Nasr
                                     -----------------------------------

                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS:

The undersigned, Linda S. Grais, hereby constitutes and appoints Karen A. Wilson
as her true and lawful Attorney-in-Fact, with full power in her name and on her
behalf, to take all actions and do all things necessary with respect to all
matters arising in connection with the ownership reporting requirements of the
securities laws of the United States, including the execution and delivery of
all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by her in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th
day of November, 2007.


                                     LINDA S. GRAIS



                                     /s/ Linda S. Grais
                                     -----------------------------------

                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS:

The undersigned, Nina S. Kjellson, hereby constitutes and appoints Karen A.
Wilson as her true and lawful Attorney-in-Fact, with full power in her name and
on her behalf, to take all actions and do all things necessary with respect to
all matters arising in connection with the ownership reporting requirements of
the securities laws of the United States, including the execution and delivery
of all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by her in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
31st day of May, 2007.


                                     NINA S. KJELLSON



                                     /s/ Nina S. Kjellson
                                     -----------------------------------

                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS:

The undersigned, Victor A. Westerlind, hereby constitutes and appoints Karen A.
Wilson as his true and lawful Attorney-in-Fact, with full power in his name and
on his behalf, to take all actions and do all things necessary with respect to
all matters arising in connection with the ownership reporting requirements of
the securities laws of the United States, including the execution and delivery
of all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her
free and harmless from, and all loss, cost, expense, damage or liability which
she may incur or sustain as a result of any action taken by his in good faith
pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in
writing by the undersigned and the authority granted herein may be relied upon
by any person until such person has actually received written notice of
revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
31st day of May, 2007.


                                     VICTOR A. WESTERLIND



                                     /s/ Victor A. Westerlind
                                     -----------------------------------------