Sec Form 4 Filing - DOUGLAS KEVIN @ EnteroMedics Inc - 2013-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DOUGLAS KEVIN 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) X __ Other (specify below) 13(d)(3) group (Last) (First) (Middle) 125 E. SIR FRANCIS DRAKE BLVD., STE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2013 (Street) LARKSPUR, CA94939 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/22/2013 P 630,000 A 3,010,852 ( 7 ) ( 8 ) D ( 1 ) ( 2 ) Common Stock 02/22/2013 P 1,050,000 A 3,456,512 I ( 2 ) ( 3 ) By James Douglas and Jean Douglas Irrevocable Descendants' Trust Common Stock 02/22/2013 P 420,000 A 1,654,341 I ( 2 ) ( 4 ) By Douglas Family Trust Common Stock 0 ( 7 ) I ( 2 ) ( 5 ) By KGD 2010 Annuity Trust VI Common Stock 0 ( 8 ) I ( 2 ) ( 6 ) By MMD 2010 Annuity Trust VI

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrant (Right to Buy) $ 1.14 02/22/2013 P 252,000 ( 12 ) 02/27/2018 Common Stock 252,000 ( 9 ) 252,000 D ( 1 ) ( 2 ) Warrant (Right to Buy) $ 1.14 02/22/2013 P 420,000 ( 12 ) 02/27/2018 Common Stock 420,000 ( 10 ) 420,000 I ( 2 ) ( 3 ) By James Douglas and Jean Douglas Irrevocable Descendants' Trust Warrant (Right to Buy) $ 1.14 02/22/2013 P 168,000 ( 12 ) 02/27/2018 Common Stock 168,000 ( 11 ) 168,000 I ( 2 ) ( 4 ) By Douglas Family Trust Warrant (Right to Buy) $ 2.19 ( 12 ) 06/13/2016 Common Stock 510,000 510,000 ( 13 ) ( 14 ) D ( 1 ) ( 2 ) Warrant (Right to Buy) $ 2.19 ( 12 ) 06/13/2016 Common Stock 850,000 850,000 I ( 2 ) ( 3 ) By James Douglas and Jean Douglas Irrevocable Descendants' Trust Warrant (Right to Buy) $ 2.19 ( 12 ) 06/13/2016 Common Stock 340,000 340,000 I ( 2 ) ( 4 ) By Douglas Family Trust Warrant (Right to Buy) $ 2.19 ( 12 ) 06/13/2016 Common Stock 0 0 ( 13 ) I ( 2 ) ( 5 ) By KGD 2010 Annuity Trust VI Warrant (Right to Buy) $ 2.19 ( 12 ) 06/13/2016 Common Stock 0 0 ( 14 ) I ( 2 ) ( 6 ) By MMD 2010 Annuity Trust VI Warrant (Right to Buy) $ 1.9 ( 12 ) 09/28/2016 Common Stock 87,000 87,000 D ( 1 ) ( 2 ) Warrant (Right to Buy) $ 1.9 ( 12 ) 09/28/2016 Common Stock 145,000 145,000 I ( 2 ) ( 3 ) By James Douglas and Jean Douglas Irrevocable Descendants' Trust Warrant (Right to Buy) $ 1.9 ( 12 ) 09/28/2016 Common Stock 58,000 58,000 I ( 2 ) ( 4 ) By Douglas Family Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOUGLAS KEVIN 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA94939 X 13(d)(3) group Douglas Michelle 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA94939 X 13(d)(3) group DOUGLAS FAMILY TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA94939 X 13(d)(3) group JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA94939 X 13(d)(3) group KGD 2010 Annuity Trust VI 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA94939 X 13(d)(3) group MMD 2010 Annuity Trust VI 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA94939 X 13(d)(3) group Signatures /s/ Eileen Wheatman, attorney in fact for Kevin Douglas 02/26/2013 Signature of Reporting Person Date /s/ Eileen Wheatman, attorney in fact for Michelle Douglas 02/26/2013 Signature of Reporting Person Date /s/ Eileen Wheatman, attorney in fact for Douglas Family Trust 02/26/2013 Signature of Reporting Person Date /s/ Eileen Wheatman, attorney in fact for James Douglas and Jean Douglas Irrevocable Descendants? Trust 02/26/2013 Signature of Reporting Person Date /s/ Eileen Wheatman, attorney in fact for KGD 2010 Annuity Trust VI 02/26/2013 Signature of Reporting Person Date /s/ Eileen Wheatman, attorney in fact for MMD 2010 Annuity Trust VI 02/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held directly and jointly by Kevin Douglas and Michelle Douglas. ( 2 )Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person. ( 3 )These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas and Michelle Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust. ( 4 )These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust. ( 5 )These shares are held directly by the KGD 2010 Annuity Trust, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee, and indirectly by Kevin Douglas. ( 6 )These shares are held directly by the MMD 2010 Annuity Trust, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee, and indirectly by Michelle Douglas and Kevin Douglas. ( 7 )On December 27, 2010, the Reporting Person contributed 127,500 shares to the KGD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee. On February 21, 2012, 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. ( 8 )On December 27, 2010, the Reporting Person contributed 127,500 shares to the MMD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee. On February 21, 2012, 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. ( 9 )The reported securities are included within 630,000 EnteroMedics units purchased by the Reporting Person for $0.95 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock. ( 10 )The reported securities are included within 1,050,000 EnteroMedics units purchased by the Reporting Person for $0.95 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock. ( 11 )The reported securities are included within 420,000 EnteroMedics units purchased by the Reporting Person for $0.95 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock. ( 12 )This warrant is exercisable at any time up and including the expiration date. The terms of this warrant contain a limitation on conversion which prevents the Reporting Person from converting this warrant into shares if, after giving effect to the conversion, the Reporting Person would beneficially own more than 19.99% of the issuer's outstanding shares. ( 13 )On December 27, 2010, the Reporting Person contributed warrants to purchase 127,500 shares to the KGD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee. On February 21, 2012, warrants to purchase 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, warrants to purchase 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. ( 14 )On December 27, 2010, the Reporting Person contributed warrants to purchase 127,500 shares to the MMD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee. On February 21, 2012, warrants to purchase 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, warrants to purchase 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas.

Reminder: Report on a separate line for each class of securities beneficially owned directl y 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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