Sec Form 4 Filing - Felkey Russ @ EnteroMedics Inc - 2008-02-06

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 Felkey Russ 2. Issuer Name and Ticker or Trading Symbol EnteroMedics Inc [ ETRM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr VP-Clinical,Qual&RegAffair (Last) (First) (Middle) 2800 PATTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2008 (Street) MINNEAPOLIS, MN55113 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 17,353 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 (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 Stock Option (right to buy) $ 0.46 01/01/2006( 1 ) 01/01/2015 Common Stock 28,802 28,802 D Stock Option (right to buy) $ 0.46 04/20/2007( 1 ) 04/20/2016 Common Stock 24,726 24,726 D Stock Option (right to buy) $ 5.19 02/06/2008( 1 ) 02/06/2017 Common Stock 10,990 10,990 D Stock Option (right to buy) $ 7.46 04/27/2008( 1 ) 04/27/2017 Common Stock 28,022 28,022 D Stock Option (right to buy) $ 8.27 02/06/2008 A 49,344 02/06/2008( 2 ) 02/06/2018 Common Stock 49,344 $ 0 49,344 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Felkey Russ 2800 PATTON ROAD MINNEAPOLIS, MN55113 Sr VP-Clinical,Qual&RegAffair Signatures /s/ Russ Felkey 02/08/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vests 25% on the first anniversary of the date of grant and 1/36th per month for 36 months thereafter, beginning the date shown. ( 2 )50% vests in increments of 1/48th per month beginning the date shown, remaining 50% vests in accordance with achievement of milestone vesting terms.

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.
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