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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 1)*

ENTEROMEDICS, INC.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		29365M 10 9	13G	Page		2		of		23	Pages

CUSIP No.		29365M 10 9	13G	Page		3		of		23	Pages

CUSIP No.		29365M 10 9	13G	Page		4		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Harvey B. Cash that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		5		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Bruce A. Cleveland that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		6		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Christopher B. Ehrlich that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		7		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Philip T. Gianos that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		8		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Linda S. Grais that she is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		9		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
W. Stephen Holmes III that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		10		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Nina S. Kjellson that she is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		11		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		12		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Ellen E. Koskinas that she is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		13		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
H. Ronald Nash that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		14		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Khaled A. Nasr that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		15		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		16		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Douglas A. Pepper that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		17		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Thomas L. Rosch that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

CUSIP No.		29365M 10 9	13G	Page		18		of		23	Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Michael B. Sweeney that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

ITEM 1.

(a) NAME OF ISSUER : EnteroMedics, Inc.

(b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

2800 Patton Road, Roseville, MN 55113

ITEM 2.

(a) NAME OF PERSON(S) FILING:

InterWest Partners IX, LP (“IWP IX”)

InterWest Management Partners IX, LLC (“IMP IX”)

Harvey B. Cash (“Cash”)

Bruce A. Cleveland (“Cleveland”)

Christopher B. Ehrlich (“Ehrlich”)

Philip T. Gianos (“Gianos”)

Linda S. Grais (“Grais”)

W. Stephen Holmes III (“Holmes”)

Nina S. Kjellson (“Kjellson”)

Gilbert H. Kliman (“Kliman”)

Ellen E. Koskinas (“Koskinas”)

H. Ronald Nash (“Nash”)

Khaled A. Nasr (“Nasr”)

Arnold L. Oronsky (“Oronsky”)

Douglas A. Pepper (“Pepper”)

Thomas L. Rosch (“Rosch”)

Michael B. Sweeney (“Sweeney”)

(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

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

(c) CITIZENSHIP/PLACE OF ORGANIZATION:

		IWP IX: IMP IX: Cash: Cleveland: Ehrlich: Gianos: Grais: Holmes: Kjellson: Kliman: Koskinas: Nash: Nasr: Oronsky: Pepper: Rosch: Sweeney:		California California United States United States United States United States United States United States United States United States United States United States United States United States United States United States United States

(d) TITLE OF CLASS OF SECURITIES: Common Stock

(e) CUSIP NUMBER: 29365M 10 9

ITEM 3. NOT APPLICABLE.

ITEM 4. OWNERSHIP.

		IWP IX				IMP IX (1)				Cash (2)				Cleveland (2)				Ehrlich (2)
Beneficial Ownership			1,546,761				1,546,761				1,546,761				1,546,761				1,546,761
Percentage of Class			9.2	%			9.2	%			9.2	%			9.2	%			9.2	%
Sole Voting Power			1,546,761				1,546,761				0				0				0
Shared Voting Power			0				0				1,546,761				1,546,761				1,546,761
Sole Dispositive Power			1,546,761				1,546,761				0				0				0
Shared Dispositive Power			0				0				1,546,761				1,546,761				1,546,761

		Gianos (2)				Grais (2)				Holmes (2)				Kjellson (2)
Beneficial Ownership			1,546,761				1,546,761				1,546,761				1,546,761
Percentage of Class			9.2	%			9.2	%			9.2	%			9.2	%
Sole Voting Power			0				0				0				0
Shared Voting Power			1,546,761				1,546,761				1,546,761				1,546,761
Sole Dispositive Power			0				0				0				0
Shared Dispositive Power			1,546,761				1,546,761				1,546,761				1,546,761

		Kliman (2)				Koskinas (2)**				Nash (2)				Nasr (2)				Oronsky (2)
Beneficial Ownership			1,546,761				1,557,699				1,546,761				1,546,761				1,546,761
Percentage of Class			9.2	%			9.2	%			9.2	%			9.2	%			9.2	%
Sole Voting Power			0				10,938				0				0				0
Shared Voting Power			1,546,761				1,546,761				1,546,761				1,546,761				1,546,761
Sole Dispositive Power			0				10,938				0				0				0
Shared Dispositive Power			1,546,761				1,546,761				1,546,761				1,546,761				1,546,761

		Pepper (2)				Rosch (2)				Sweeney (2)
Beneficial Ownership			1,546,761				1,546,761				1,546,761
Percentage of Class			9.2	%			9.2	%			9.2	%
Sole Voting Power			0				0				0
Shared Voting Power			1,546,761				1,546,761				1,546,761
Sole Dispositive Power			0				0				0
Shared Dispositive Power			1,546,761				1,546,761				1,546,761

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited liability company operating agreement of IMP IX, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.

ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.

Not applicable.

ITEM 10. CERTIFICATION.

Not applicable.

EXHIBITS

Joint Filing Statement attached as Exhibit A.

Page 21 of 23 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2009

						INTERWEST PARTNERS IX, LP
						By: InterWest Management Partners IX, LLC its General Partner
						By:		/s/ W. Stephen Holmes
By:		/s/ Harvey B. Cash						Managing Director
Name:		Harvey B. Cash
						INTERWEST MANAGEMENT PARTNERS IX, LLC
By:		/s/ Bruce A. Cleveland
Name:		Bruce A. Cleveland				By:		/s/ W. Stephen Holmes
								Managing Director
By:		/s/ Christopher B. Ehrlich
Name:		Christopher B. Ehrlich				By:		/s/ Douglas A. Pepper
						Name:		Douglas A. Pepper
By:		/s/ Philip T. Gianos
Name:		Philip T. Gianos				By:		/s/ Thomas L. Rosch
						Name:		Thomas L. Rosch
By:		/s/ Linda S. Grais
Name:		Linda S. Grais				By:		/s/ Michael B. Sweeney
						Name:		Michael B. Sweeney
By:		/s/ W. Stephen Holmes
Name:		W. Stephen Holmes
By:		/s/ Nina S. Kjellson
Name:		Nina S. Kjellson
By:		/s/ Gilbert H. Kliman
Name:		Gilbert H. Kliman
By:		/s/ Ellen E. Koskinas
Name:		Ellen E. Koskinas
By:		/s/ H. Ronald Nash
Name:		H. Ronald Nash
By:		/s/ Khaled A. Nasr
Name:		Khaled A. Nasr
By:		/s/ Arnold L. Oronsky
Name:		Arnold L. Oronsky

Page 22 of 23 Pages

EXHIBIT A

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.

Date: February 13, 2009

						INTERWEST PARTNERS IX, LP
						By: InterWest Management Partners IX, LLC its General Partner
						By:		/s/ W. Stephen Holmes
By:		/s/ Harvey B. Cash						Managing Director
Name:		Harvey B. Cash
						INTERWEST MANAGEMENT PARTNERS IX, LLC
By:		/s/ Bruce A. Cleveland
Name:		Bruce A. Cleveland				By:		/s/ W. Stephen Holmes
								Managing Director
By:		/s/ Christopher B. Ehrlich
Name:		Christopher B. Ehrlich				By:		/s/ Douglas A. Pepper
						Name:		Douglas A. Pepper
By:		/s/ Philip T. Gianos
Name:		Philip T. Gianos				By:		/s/ Thomas L. Rosch
						Name:		Thomas L. Rosch
By:		/s/ Linda S. Grais
Name:		Linda S. Grais				By:		/s/ Michael B. Sweeney
						Name:		Michael B. Sweeney
By:		/s/ W. Stephen Holmes
Name:		W. Stephen Holmes
By:		/s/ Nina S. Kjellson
Name:		Nina S. Kjellson
By:		/s/ Gilbert H. Kliman
Name:		Gilbert H. Kliman
By:		/s/ Ellen E. Koskinas
Name:		Ellen E. Koskinas
By:		/s/ H. Ronald Nash
Name:		H. Ronald Nash
By:		/s/ Khaled A. Nasr
Name:		Khaled A. Nasr
By:		/s/ Arnold L. Oronsky
Name:		Arnold L. Oronsky

Page 23 of 23 Pages