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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EnteroMedics Inc [ ETRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/23/2008 | P | 25,000 | A | $4.5 | 1,385,288 | I | By Aberdare Ventures II, L.P(1) | ||
| Common Stock | 05/23/2008 | P | 25,000 | A | $4.5 | 437,254 | I | By Aberdare II Annex Fund, L.P.(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares are owned by Aberdare Ventures II, L.P. ("Aberdare II"), which is under common control with Aberdare II Annex Fund, L.P. ("Aberdare Annex II"). Aberdare GP II, L.L.C. ("Aberdare GP II") serves as the sole General Partner of Aberdare II, and has sole voting and investment control over the shares owned by Aberdare II, and may be deemed to own beneficially the shares held by Aberdare II. Aberdare GP II however owns no securities of the Issuer directly. Paul H. Klingenstein ("Klingenstein") is the Manager of Aberdare GP II and has voting and dispositive power over the shares held by Aberdare II. Klingenstein disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein. Klingenstein is a director of the Issuer and, accordingly, files separate Section 16 reports. |
| 2. The shares are owned by Aberdare Annex II, which is under common control with Aberdare II. Aberdare GP II serves as the sole General Partner of Aberdare Annex II, and has sole voting and investment control over the shares owned by Aberdare Annex II, and may be deemed to own beneficially the shares held by Aberdare Annex II. Aberdare GP II however owns no securities of the Issuer directly. Klingenstein is the Manager of Aberdare GP II and has voting and dispositive power over the shares held by Aberdare Annex II. Klingenstein disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein. Klingenstein is a director of the Issuer and, accordingly, files separate Section 16 reports. |
| Remarks: |
| By: /s/ Paul H. Klingenstein Paul H. Klingenstein, Manager | 05/28/2008 | |
| ** 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. | ||