Sec Form 4 Filing - GADICKE ANSBERT @ 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 GADICKE ANSBERT 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 _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT, 200 CLARENDON ST., 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2010 (Street) BOSTON, MA02116 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 12/14/2010 C 704,607 ( 1 ) A 1,669,753 I See footnote ( 3 )

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 A Non-Voting Convertible Preferred Stock ( 2 ) 12/14/2010 C 704,607 ( 1 ) ( 2 ) ( 2 ) Common Stock 704,607 $ 0 0 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 Former 10% Owner GALAKATOS NICHOLAS C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 Former 10% Owner HENNER DENNIS C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 Former 10% Owner STEINMETZ MICHAEL C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 Former 10% Owner SIMON NICHOLAS J III C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 Former 10% Owner WHEELER KURT C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 Former 10% Owner Signatures /s/ Ansbert Gadicke 12/15/2010 Signature of Reporting Person Date /s/ Nicholas Galakatos 12/15/2010 Signature of Reporting Person Date /s/ Dennis Henner 12/15/2010 Signature of Reporting Person Date /s/ Michael Steinmetz 12/15/2010 Signature of Reporting Person Date /s/ Nicholas Simon III 12/15/2010 Signature of Reporting Person Date /s/ Kurt Wheeler 12/15/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were converted as follows: 586,338 by MPM BioVentures III QP, L.P. ("BV III QP"), 39,423 by MPM BioVentures III, L.P. ("BV III"), 11,584 by MPM Asset Management Investors 2002 BVIII LLC ("AM 2002"), 17,714 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 49,548 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III, BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the Series A members of MPM III LLC and the managers of AM 2002. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. Mr. Evnin is a director of the Issuer and files Section 16 reports separately. ( 2 )The Series A Non-Voting Convertible Preferred Stock converted into the Issuer's Corporation common stock on a 1-for-1 basis and had no expiration date. ( 3 )The shares are held as follows: 1,389,482 by BV III QP, 93,424 by BV III, 27,452 by AM 2002, 41,978 by BV Parallel and 117,417 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. ( 4 )No securities owned.

Remarks: See Form 4 for MPM BioVentures III-QP L.P for additional members of this joint 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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