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SEC FORM 4 SEC Form 4
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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OMB Number: 3235-0287
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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*
BAY CITY CAPITAL LLC
(Last) (First) (Middle)
750 BATTERY STREET
SUITE 400
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EnteroMedics Inc [ ETRM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2009
4. 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 Acquired, Disposed of, or Beneficially Owned
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 02/19/2009 P 1,614,681 A $1.15 4,337,102 D(1)(3)
Common Stock 02/19/2009 P 34,804 A $1.15 93,484 D(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Common Stock Warrant $1.38 02/19/2009 P 17,402 08/19/2009 02/19/2013 Common Stock 17,402 $0.125 17,402 D(1)(2)
Common Stock Warrant $1.38 02/19/2009 P 807,340 08/19/2009 02/19/2013 Common Stock 807,340 $0.125 807,340 D(1)(3)
Common Stock Warrant $0.46 (4) 12/12/2010 Common Stock 1,160 1,160 D(1)(2)
Common Stock Warrant $0.46 (4) 12/12/2010 Common Stock 53,786 53,786 D(1)(3)
1. Name and Address of Reporting Person*
BAY CITY CAPITAL LLC
(Last) (First) (Middle)
750 BATTERY STREET
SUITE 400
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bay City Capital Fund IV, L.P.
(Last) (First) (Middle)
750 BATTERY STREET
SUITE 400
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP
(Last) (First) (Middle)
750 BATTERY STREET
SUITE 400
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bay City Capital Management IV LLC
(Last) (First) (Middle)
750 BATTERY STREET
SUITE 400
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Explanation of Responses:
1. Bay City Capital Fund IV, L.P. ("Fund IV"), Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV"), Bay City Capital Management IV LLC ("Management IV") and Bay City Capital LLC ("BCC") are deemed to be a "group" for the purpose of Section 13(d) under the Securities Exchange Act of 1934.
2. Represent shares held by Co-Investment IV; and indirect interests of BCC, the manager of Management IV, and Management IV, the general partner of Co-Investment IV. BCC and Management IV each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.
3. Represent shares held by Fund IV; and indirect interests of BCC, the manager of Management IV, and Management IV, the general partner of Fund IV. BCC and Management IV each disclaims beneficial ownership is such shares, except to the extent of their pecuniary interest therein.
4. Immediately exercisable
Remarks:
Signed by Carl Goldfischer, Managing Director Bay City Capital LLC for itself, for and on behalf of Bay City Capital Management IV LLC in its capacity as manager thereof, and for and on behalf of Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management IV LLC, the general partner of Fund IV and Co-Investment IV.
/s/ Carl Goldfischer 02/20/2009
** 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).
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