UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EnteroMedics,
Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29365M 10 9
(CUSIP Number)
PAUL H. KLINGENSTEIN
ABERDARE VENTURES
ONE EMBARCADERO CENTER, SUITE 4000
SAN FRANCISCO, CALIFORNIA 94111
TELEPHONE: (415) 392-7442
ABERDARE VENTURES
ONE EMBARCADERO CENTER, SUITE 4000
SAN FRANCISCO, CALIFORNIA 94111
TELEPHONE: (415) 392-7442
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
August 24, 2009
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 |
| 1 | NAMES OF REPORTING PERSONS Aberdare Ventures II, L.P. |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) þ(1) | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| WC | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Delaware | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 3,842,342 shares of Common Stock (2) | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 0 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 3,842,342 shares of Common Stock (2) | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 3,842,342 shares of Common Stock (2) | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 12.5%(3) | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| PN | |||||||||||
(1) This Schedule 13D
is filed by Aberdare Ventures II, L.P. (“Aberdare II”), Aberdare Ventures II (Bermuda), L.P.
(“Aberdare II Bermuda”), Aberdare II Annex Fund, L.P.
(“Aberdare II Annex”) and Aberdare GP II, L.L.C.
(“Aberdare GP II,” together with Aberdare II, Aberdare II
Bermuda, and Aberdare II Annex, collectively, the “Aberdare
Entities”) and Paul H. Klingenstein (“Klingenstein,” together with the Aberdare Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,431,388 shares of Common Stock held by
Aberdare II; (ii) 41,292 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II, which shares are exercisable within 60 days of the date of this filing; (iii) 1,720,467 shares of Common Stock held by Aberdare II Annex; (iv) 618,557 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Annex, which shares are exercisable within 60 days of the date of this filing; (v) 29,702 shares of Common Stock held by Aberdare II Bermuda; and (vi) 936 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Bermuda, which shares are exercisable within 60 days of the date of this filing.
(3) This percentage is
calculated based upon 30,045,406 shares of the Issuer’s Common
Stock outstanding as of July 31, 2009, as set forth in the Issuer’s
most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2009, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this Amendment No. 1 to the statement on Schedule 13D is provided as of the date of this filing.
2
CUSIP No. |
29365M 10 9 |
| 1 | NAMES OF REPORTING PERSONS Aberdare II Annex Fund, L.P. |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) þ(1) | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| WC | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Delaware | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 3,842,342 shares of Common Stock (2) | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 0 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 3,842,342 shares of Common Stock (2) | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 3,842,342 shares of Common Stock (2) | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 12.5% (3) | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| PN | |||||||||||
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13D.
(2) Includes (i) 1,431,388 shares of Common Stock held by Aberdare II;
(ii) 41,292 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II, which shares are
exercisable within 60 days of the date of this filing; (iii) 1,720,467 shares of Common Stock held by Aberdare II Annex;
(iv) 618,557 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Annex, which shares are
exercisable within 60 days of the date of this filing; (v) 29,702 shares of Common Stock held by Aberdare II Bermuda; and
(vi) 936 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Bermuda, which shares are
exercisable within 60 days of the date of this filing.
(3) This percentage is calculated based upon 30,045,406 shares of the
Issuer’s Common Stock outstanding as of July 31, 2009, as set
forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2009, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this Amendment No. 1 to the statement on Schedule 13D is provided as of the date of this filing.
3
CUSIP No. |
29365M 10 9 |
| 1 | NAMES OF REPORTING PERSONS Aberdare Ventures II Bermuda, L.P. |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) þ(1) | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| WC | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Delaware | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 3,842,342 shares of Common Stock (2) | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 0 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 3,842,342 shares of Common Stock (2) | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 3,842,342 shares of Common Stock (2) | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 12.5%(3) | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| PN | |||||||||||
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,431,388 shares of Common Stock held by Aberdare II;
(ii) 41,292 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II, which shares are
exercisable within 60 days of the date of this filing; (iii) 1,720,467 shares of Common Stock held by Aberdare II Annex; (iv) 618,557 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Annex, which shares are exercisable within 60 days of the date of this filing; (v) 29,702 shares of Common Stock held by Aberdare II Bermuda; and (vi) 936 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Bermuda, which shares are exercisable within 60 days of the date of this filing.
(3) This percentage is calculated based upon 30,045,406 shares of the
Issuer’s Common Stock outstanding as of July 31, 2009, as set
forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2009, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this Amendment No. 1 to the statement on Schedule 13D is provided as of the date of this filing.
4
CUSIP No. |
29365M 10 9 |
| 1 | NAMES OF REPORTING PERSONS Aberdare GP II, L.L.C. |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) þ(1) | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| WC | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Delaware | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 3,842,342 shares of Common Stock (2) | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 0 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 3,842,342 shares of Common Stock (2) | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 3,842,342 shares of Common Stock (2) | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 12.5%(3) | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| OO | |||||||||||
(1) This Schedule 13D is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 1,431,388 shares of Common Stock held
by Aberdare II; (ii) 41,292 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II, which shares are exercisable within 60 days of the date of this filing; (iii) 1,720,467 shares of Common Stock held by Aberdare II Annex; (iv) 618,557 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Annex, which shares are exercisable within 60 days of the date of this filing; (v) 29,702 shares of Common Stock held by Aberdare II Bermuda; and (vi) 936 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Bermuda, which shares are exercisable within 60 days of the date of this filing.
(3) This percentage is calculated based upon 30,045,406 shares of the
Issuer’s Common Stock outstanding as of July 31, 2009, as set
forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2009, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this Amendment No. 1 to the statement on Schedule 13D is provided as of the date of this filing.
5
CUSIP No. |
29365M 10 9 |
| 1 | NAMES OF REPORTING PERSONS Paul H. Klingenstein |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) þ(1) | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| WC | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| United States of America | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 79,461 shares of Common Stock (2) | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 3,842,342 shares of Common Stock (3) | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 79,461 shares of Common Stock (2) | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 3,842,342 shares of Common Stock (3) | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 3,921,803 shares of Common Stock (2)(3) | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 12.8%(4) | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| IN | |||||||||||
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 58,091 shares of Common Stock held by Klingenstein; (ii)
19,686 shares of Common Stock issuable within 60 days of the date of this filing upon exercise of an option held by Klingenstein; and (iii) 1,684 shares of Common Stock issuable upon exercise of a warrant held by Klingenstein, which shares are exercisable within 60 days of the date of this filing.
(3) Includes (i) 1,431,388 shares of Common Stock held by Aberdare II;
(ii) 41,292 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II, which shares are exercisable within 60 days of the date of this filing; (iii) 1,720,467 shares of Common Stock held by Aberdare II Annex; (iv) 618,557 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Annex, which shares are exercisable within 60 days of the date of this filing; (v) 29,702 shares of Common Stock held by Aberdare II Bermuda; and (vi) 936 shares of Common Stock issuable upon exercise of a warrant held by Aberdare II Bermuda, which shares are exercisable within 60 days of the date of this filing. Klingenstein serves as Manager of Aberdare GP II, which serves as the general partner of Aberdare II, Aberdare II Bermuda and Aberdare II Annex. Klingenstein has voting and investment control over the shares owned by Aberdare II, Aberdare II Bermuda and Aberdare II Annex, and may be deemed to own beneficially the shares held by Aberdare II, Aberdare II Bermuda and Aberdare II Annex.
(4) This percentage is calculated based upon 30,045,406 shares of
the Issuer’s Common Stock outstanding as of July 31, 2009, as
set forth in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2009, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this Amendment No. 1 to the statement on Schedule 13D is provided as of the date of this filing.
6
Introductory Note: This Amendment No. 1 amends the statement on Schedule 13D filed with the
Securities and Exchange Commission on March 6, 2009 (the “Original Schedule 13D”), and is being
filed by the Reporting Persons to report an increase in beneficial ownership of Common Stock by the
Reporting Persons upon the vesting of the Warrant to purchase Shares of EnteroMedics, Inc., a
Delaware corporation. Except as reflected in this Amendment No. 1, all items of the Original
Schedule 13D remain unchanged. All capitalized terms used in this Amendment No. 1 but not defined
herein shall have the meanings ascribed thereto in the Original Schedule 13D.
Item 2. Identity and Background
| (a) | The persons and entities filing this statement are Aberdare Ventures II, L.P. (“Aberdare
II”), Aberdare Ventures II (Bermuda), L.P. (“Aberdare II Bermuda”), Aberdare II Annex Fund,
L.P. (“Aberdare II Annex”) and Aberdare GP II, L.L.C. (“Aberdare GP II,” together with
Aberdare II, Aberdare II Bermuda, and Aberdare II Annex, collectively, the “Aberdare
Entities”) and Paul H. Klingenstein (“Klingenstein,” together with the Aberdare Entities, the
“Reporting Persons”). |
|
| (b) | The address of the principal place of business of each of the Reporting Persons is One
Embarcadero Center, Suite 4000, San Francisco, California 94111. |
|
| (c) | The principal business of each of the Reporting Persons is the venture capital investment
business. |
|
| (d) | During the last five years, none of the Reporting Persons nor the Listed Persons (as defined
below) has been convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
| (e) | During the last five years, none of the Reporting Persons nor the Listed Persons has been a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. |
|
| (f) | The Listed Persons are United States citizens and each of the Aberdare Entities is a Delaware
limited partnership or limited liability company. |
|
In accordance with the provisions of General Instruction C to Schedule 13D, information
concerning each person controlling Aberdare GP II (the “Listed Persons”) required by Item 2 of
Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein. |
Item 4. Purpose of Transaction
Item 4 is amended hereby to add the following at the end thereof:
Vesting of the Warrant
On August 24, 2009, the Warrant held by Aberdare II Annex became vested and exercisable.
Accordingly, pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, effective as of June
25, 2009, the Reporting Persons are deemed to beneficially own 618,557 shares of Common Stock of
the Issuer issuable upon exercise of the Warrant..
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated as follows:
The following information with respect to the ownership of the Common Stock of the Issuer by the
Reporting Persons filing this Amendment No. 1 to the statement on Schedule 13D is provided as of
the date of this filing:
7
| Shares Issuable | Shares | |||||||||||||||||||||||||||||||||||
| Shares | Upon Exercise of | Issuable Upon | Sole | Shared | Sole | Shared | Percentage | |||||||||||||||||||||||||||||
| Held | Warrants Held | Exercise of Options | Voting | Voting | Dispositive | Dispositive | Beneficial | of | ||||||||||||||||||||||||||||
| Reporting Persons | Directly | Directly (1) | Held Directly (1) | Power | Power (2) | Power | Power (2) | Ownership (1) | Class (3) | |||||||||||||||||||||||||||
Aberdare II |
1,431,388 | 41,292 | 0 | 0 | 3,842,342 | 0 | 3,842,342 | 3,842,342 | 12.5 | % | ||||||||||||||||||||||||||
Aberdare II Bermuda |
29,702 | 936 | 0 | 0 | 3,842,342 | 0 | 3,842,342 | 3,842,342 | 12.5 | % | ||||||||||||||||||||||||||
Aberdare II Annex |
1,720,467 | 618,557 | 0 | 0 | 3,842,342 | 0 | 3,842,342 | 3,842,342 | 12.5 | % | ||||||||||||||||||||||||||
Aberdare GP II |
0 | 0 | 0 | 0 | 3,842,342 | 0 | 3,842,342 | 3,842,342 | 12.5 | % | ||||||||||||||||||||||||||
Klingenstein |
58,091 | 1,684 | 19,686 | 79,461 | 3,842,342 | 79,461 | 3,842,342 | 3,921,803 | 12.8 | % | ||||||||||||||||||||||||||
| (1) | Comprised of securities
exercisable within 60 days of the date of this filing. |
|
| (2) | Klingenstein serves as Manager of Aberdare GP II, which serves as the general partner of
Aberdare II, Aberdare II Bermuda and Aberdare II Annex. Aberdare GP II owns no securities of
the Issuer directly. Klingenstein has voting and investment control over the shares owned by
Aberdare II, Aberdare II Bermuda and Aberdare II Annex, and may be deemed to own beneficially
the shares held by Aberdare II, Aberdare II Bermuda and Aberdare II
Annex. |
|
| (3) | This percentage is calculated based upon 30,045,406 shares of the Issuer’s Common Stock
outstanding as of July 31, 2009, as set forth in the Issuer’s most recent Quarterly Report on
Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2009, as adjusted
pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act. The information with respect
to the ownership of the Common Stock by the Reporting Persons filing this Amendment No. 1 to
the statement on Schedule 13D is provided as of the date of this
filing. |
Item 7. Material to Be Filed as Exhibits
| A. | Form of Securities Purchase Agreement by and among the Issuer and certain purchasers, dated
February 19, 2009 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on
Form 8-K filed on February 25, 2009 (SEC File
No. 001-33818)). |
|
| B. | Form of Warrant to purchase shares of common stock (incorporated by reference to Exhibit 10.2
to the Issuer’s Current Report on Form 8-K filed on February 25, 2009 (SEC File No.
001-33818)). |
|
| C. | Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain
investors, dated as of July 6, 2006 (incorporated by reference to Exhibit 4.2 to the Issuer’s
Registration Statement on Form S-1 filed on May 25, 2007 (File
No. 333-143265)). |
|
| D. | Agreement regarding filing
of joint Schedule 13D. |
8
SIGNATURES
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: September 1, 2009
| /s/ Paul H. Klingenstein | ||||
| Paul H. Klingenstein | ||||
| ABERDARE VENTURES II, L.P. By its General Partner, Aberdare GP II, L.L.C. |
||||
| By: | /s/ Paul H. Klingenstein | |||
| Paul H. Klingenstein | ||||
| Manager | ||||
| ABERDARE VENTURES II (BERMUDA), L.P. By its General Partner, Aberdare GP II, L.L.C. |
||||
| By: | /s/ Paul H. Klingenstein | |||
| Paul H. Klingenstein | ||||
| Manager | ||||
| ABERDARE II ANNEX FUND, L.P. By its General Partner, Aberdare GP II, L.L.C. |
||||
| By: | /s/ Paul H. Klingenstein | |||
| Paul H. Klingenstein | ||||
| Manager | ||||
The original statement shall be signed by each person on whose behalf the statement is filed or
his authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of the filing person), evidence
of the representative’s authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
constitute Federal criminal violations (See 18 U.S.C. 1001)
9
SCHEDULE I
Manager:
Paul H. Klingenstein
c/o Aberdare Ventures
One Embarcadero Center, Suite 4000
San Francisco, California 94111
Principal Occupation:
c/o Aberdare Ventures
One Embarcadero Center, Suite 4000
San Francisco, California 94111
Principal Occupation:
Manager of Aberdare GP II, which serves as the general partner of Aberdare II, Aberdare II
Bermuda and Aberdare II Annex
Citizenship:
United States of America
10
EXHIBIT INDEX
| A. | Form of Securities Purchase Agreement by and among the Issuer and certain purchasers, dated
February 19, 2009 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on
Form 8-K filed on February 25, 2009 (SEC File
No. 001-33818)). |
|
| B. | Form of Warrant to purchase shares of common stock (incorporated by reference to Exhibit 10.2
to the Issuer’s Current Report on Form 8-K filed on February 25, 2009 (SEC File No.
001-33818)). |
|
| C. | Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain
investors, dated as of July 6, 2006 (incorporated by reference to Exhibit 4.2 to the Issuer’s
Registration Statement on Form S-1 filed on May 25, 2007 (File No. 333-143265)). |
|
| D. | Agreement regarding filing of joint Schedule 13D. |
11
Exhibit D
JOINT FILING STATEMENT
I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments
thereto) relating to the Common Stock of EnteroMedics, Inc. is filed on behalf of each of the
undersigned.
Date: September 1, 2009
| /s/ Paul H. Klingenstein | ||||
| Paul H. Klingenstein | ||||
| ABERDARE VENTURES II, L.P. By its General Partner, Aberdare GP II, L.L.C. |
||||
| By: | /s/ Paul H. Klingenstein | |||
| Paul H. Klingenstein | ||||
| Manager | ||||
| ABERDARE VENTURES II (BERMUDA), L.P. By its General Partner, Aberdare GP II, L.L.C. |
||||
| By: | /s/ Paul H. Klingenstein | |||
| Paul H. Klingenstein | ||||
| Manager | ||||
| ABERDARE II ANNEX FUND, L.P. By its General Partner, Aberdare GP II, L.L.C. |
||||
| By: | /s/ Paul H. Klingenstein | |||
| Paul H. Klingenstein | ||||
| Manager | ||||
12