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* KLINGENSTEIN PAUL H (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) X 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) X Form filed by One Reporting Person 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)
Common Stock								58,091	D

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)

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. Klingenstein is a manager of Aberdare GP II and has voting and dispositive power over the securities held by Aberdare Annex II. Paul H. Klingenstein ("Klingenstein") disclaims beneficial ownership of the securities reported herein, except to the extent of his proportionate pecuniary interest therein.

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. Klingenstein is a manager of Aberdare GP II and has voting and dispositive power over the securities held by Aberdare II. Klingenstein disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

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. Klingenstein is a manager of Aberdare GP II and has voting and dispositive power over the securities held by Aberdare II Bermuda. Klingenstein disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

	/s/ Paul H. Klingenstein	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).
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