Sec Form 4 Filing - InterWest Management Partners IX, LLC @ EnteroMedics Inc - 2007-11-20

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 InterWest Management Partners IX, LLC 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) _____ Other (specify below) (Last) (First) (Middle) 2710 SAND HILL RD, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2007 (Street) MENLO PARK, CA94025 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 11/20/2007 C 1,359,261 A 1,546,761 I By: InterWest Partners IX, LP ( 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 Series C Preferred Stock ( 1 ) 11/20/2007 C 1,359,261 ( 1 ) ( 1 ) Common Stock 1,359,261 $ 0 0 I ( 2 ) by: InterWest Partners IX, LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other InterWest Management Partners IX, LLC 2710 SAND HILL RD 2ND FLOOR MENLO PARK, CA94025 X Ehrlich Christopher B 2710 SAND HILL RD 2ND FLOOR MENLO PARK, CA94025 X Grais Linda S 2710 SAND HILL RD 2ND FLOOR MENLO PARK, CA94025 X Kjellson Nina S 2710 SAND HILL RD 2ND FLOOR MENLO PARK, CA94025 X Nash H Ronald 2710 SAND HILL RD 2ND FLOOR MENLO PARK, CA94025 X NASR KHALED 2710 SAND HILL RD 2ND FLOOR MENLO PARK, CA94025 X Pepper Douglas A 2710 SAND HILL RD 2ND FLOOR MENLO PARK, CA94025 X Westerlind Victor A 2710 SAND HILL RD 2ND FLOOR MENLO PARK, CA94025 X Signatures /s/ Gilbert H. Kliman, Managing Director 11/21/2007 Signature of Reporting Person Date /s/ Christopher B. Ehrlich by Karen A. Wilson Power of Attorney 11/21/2007 Signature of Reporting Person Date /s/ Linda S. Grais by Karen A. Wilson Power of Attorney 11/21/2007 Signature of Reporting Person Date /s/ Nina Kjellson by Karen A. Wilson Power of Attorney 11/21/2007 Signature of Reporting Person Date /s/ H. Ronald Nash by Karen A. Wilson Power of Attorney 11/21/2007 Signature of Reporting Person Date /s/ Khaled A. Nasr by Karen A. Wilson Power of Attorney 11/21/2007 Signature of Reporting Person Date /s/ Douglas A. Pepper by Karen A. Wilson Power of Attorney 11/21/2007 Signature of Reporting Person Date /s/ Victor A. Westerlind by Karen A. Wilson Power of Attorney 11/21/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series C Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering on 11/20/07. ( 2 )The shares are owned by InterWest Partners IX, LP ("IW9"). InterWest Management Partners IX, LLC ("IMP9") is the general partner of IW9. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman, Arnold L. Oronsky, Thomas L. Rosch, and Michael B. Sweeney are Managing Directors of IMP9. Michael D. Boich, Bruce A. Cleveland, Christopher B. Ehrlich, Linda S. Grais, Ellen E. Koskinas, Nina Kjellson, H. Ronald Nash, Khaled A. Nasr, Douglas A. Pepper, and Victor A. Westerlind are Venture Members of IMP9. Each Managing Director and Venture Member of IMP9 disclaims beneficial ownership of such shares, except to the extent of their pecuniary interest therein.

Remarks: Due to limitations of the EDGAR software, this Form 4 is filed on behalf of InterWest Partners IX, LP and certain other Reporting Persons,and is being filed on two Forms 4 (Part I and Part II) (collectively, the "InterWest Form 4"). This filing representsPart II of the InterWest Form 4 and should be read together with Part I. Part I and Part II of the InterWest Form 4 shall constituteone filing.

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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