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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Aberdare Ventures II, L.P.
(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4000
(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)
02/24/2009
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 02/24/2009 P 1,237,113 A $1.15 1,720,467 I By Aberdare II Annex Fund, L.P.(1)
Common Stock 1,431,388 I By Aberdare Ventures II, L.P.(2)
Common Stock 29,702 I By Aberdare Ventures II Bermuda, L.P.(3)
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 (right to buy) $1.38 02/24/2009 P 618,557 08/24/2009 02/24/2013 Common Stock 618,557 $0.125 618,557 I By Aberdare II Annex Fund, L.P.(1)
1. Name and Address of Reporting Person*
Aberdare Ventures II, L.P.
(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4000
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Aberdare Ventures II (Bermuda), L.P.
(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4000
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABERDARE II ANNEX FUND L P
(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4000
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Aberdare GP II, L.L.C.
(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4000
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Explanation of Responses:
1. The securities are owned by Aberdare II Annex Fund, L.P. ("Aberdare Annex II"), which is under common control with Aberdare Ventures II, L.P. ("Aberdare II") and Aberdare Ventures II (Bermuda), L.P. ("Aberdare II Bermuda"). Aberdare GP II, L.L.C. ("Aberdare GP II") serves as the sole General Partner of Aberdare Annex II, and has sole voting and investment control over the securities owned by Aberdare Annex II, and may be deemed to own beneficially the securities held by Aberdare Annex II. Aberdare GP II however owns no securities of the Issuer directly. Aberdare GP II disclaims beneficial ownership of the securities reported herein, except to the extent of its proportionate pecuniary interest therein. Paul H. Klingenstein ("Klingenstein ") is a manager of Aberdare GP II and has voting and dispositive power over the securities held by Aberdare Annex II. Klingenstein is a director of the Issuer and, accordingly, files separate Section 16 reports.
2. The securities are owned by Aberdare II, which is under common control with Aberdare Annex II and Aberdare II Bermuda. Aberdare GP II serves as the sole General Partner of Aberdare II, and has sole voting and investment control over the securities owned by Aberdare II, and may be deemed to own beneficially the securities held by Aberdare II. Aberdare GP II however owns no securities of the Issuer directly. Aberdare GP II disclaims beneficial ownership of the securities reported herein, except to the extent of its proportionate pecuniary interest therein. Klingenstein is a manager of Aberdare GP II and has voting and dispositive power over the securities held by Aberdare II. Klingenstein is a director of the Issuer and, accordingly, files separate Section 16 reports.
3. The securities are owned by Aberdare II Bermuda, which is under common control with Aberdare Annex II and Aberdare II. Aberdare GP II serves as the sole General Partner of Aberdare II Bermuda, and has sole voting and investment control over the securities owned by Aberdare II Bermuda, and may be deemed to own beneficially the securities held by Aberdare II Bermuda. Aberdare GP II however owns no securities of the Issuer directly. Aberdare GP II disclaims beneficial ownership of the securities reported herein, except to the extent of its proportionate pecuniary interest therein. Klingenstein is a manager of Aberdare GP II and has voting and dispositive power over the securities held by Aberdare II Bermuda. Klingenstein is a director of the Issuer and, accordingly, files separate Section 16 reports.
/s/ Paul H. Klingenstein, Manager of ABERDARE GP II, L.L.C. 02/25/2009
/s/ Paul H. Klingenstein, Manager of ABERDARE GP II, L.L.C. which serves as the General Partner of Aberdare Ventures II, L.P. 02/25/2009
/s/ Paul H. Klingenstein, Manager of ABERDARE GP II, L.L.C. which serves as the General Partner of Aberdare Ventures II (Bermuda), L.P. 02/25/2009
/s/ Paul H. Klingenstein, Manager of ABERDARE GP II, L.L.C. which serves as the General Partner of Aberdare II Annex Fund, L.P. 02/25/2009
** 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).
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.