Sec Form 4 Filing - HARRISON DONALD C @ EnteroMedics Inc - 2010-12-14

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 HARRISON DONALD C 2. Issuer Name and Ticker or Trading Symbol EnteroMedics Inc [ ETRM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2800 PATTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2010 (Street) ST. PAUL, 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 4,655 D Common Stock 12/14/2010 C 216,802 A $ 0 ( 5 ) 335,560 I Charter Life Sciences, L.P. ( 2 )

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 Warrants (right to buy) $ 23.68 04/23/2004( 1 ) 04/23/2011 Common Stock 169 169 D Warrants (right to buy) $ 2.76 12/12/2005( 1 ) 12/12/2010 Common Stock 2,747 2,747 I Charter Life Sciences, L.P. ( 2 ) Stock Option (Right to Buy) $ 48.01 03/25/2008( 3 ) 03/25/2018 Common Stock 4,166 4,166 D Stock Option (Right to Buy) $ 11.58 05/05/2009( 4 ) 05/05/2019 Common Stock 1,666 1,666 D Stock Option (Right to Buy) $ 2.52 05/06/2010( 4 ) 05/06/2020 Common Stock 1,666 1,666 D Series A NonVoting Convertible Preferred Stock ( 5 ) 12/14/2010 C 216,802 ( 5 ) 09/30/2010 ( 6 ) Common Stock 216,802 $ 0 0 I Charter Life Sciences, L.P. Up Front Warrant $ 2.15 ( 7 ) ( 6 ) Common Stock 216,802 216,802 I Charter Life Sciences, L.P.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARRISON DONALD C 2800 PATTON ROAD ST. PAUL, MN55113 X Signatures /s/ Greg S. Lea, Attorney-in-Fact 12/15/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately exercisable. ( 2 )The reporting person is managing partner of Charter Life Sciences, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein. ( 3 )Vests as to 25% immediately and then 1/36th per month thereafter. The vesting stops when reporting person ceases to be a director, if that occurs before the grant is fully vested. ( 4 )Vests as to 25% on date noted and thereafter in cumulative installments of 1/36th per month. ( 5 )The Series A preferred stock automatically converted into EnteroMedics common stock on a 1-for-1 basis immediately after the completion of EnteroMedics' public offering on December 14, 2010 in accordance with terms of the Certificate of Designations. ( 6 )Not Applicable ( 7 )Exercisable six months from the date of issuance on 9/30/2010.

Remarks: THIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED.

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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