Sec Form 4/A Filing - EVNIN LUKE @ EnteroMedics Inc - 2014-01-06

FORM 4/A 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 EVNIN LUKE 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) C/O MPM ASSET MANAGEMENT, 200 CLARENDON ST., 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/06/2014 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 01/09/2014 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 01/06/2014 S( 1 ) 81,720 ( 2 ) D $ 2.5 1,588,033 I See footnote ( 3 ) Common Stock 01/07/2014 S( 1 ) 190,334 ( 4 ) D $ 2.5 1,397,699 I See footnote ( 5 ) Common Stock 01/08/2014 S( 1 ) 284,531 ( 6 ) D $ 2.5 ( 7 ) 1,113,168 I See footnote ( 8 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EVNIN LUKE C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 X Signatures /s/ Luke Evnin 01/09/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sale of shares pursuant to Rule 10b5-1 Plan adopted on December 4, 2013. ( 2 )The shares were sold as follows: 68,003 by MPM BioVentures III-QP, L.P. ("BV III QP"), 4,572 by MPM BioVentures III, L.P. ("BV III"), 2,054 by MPM BioVentures III Parallel Fund, L.P. ("BV III PF"), 5,747 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV III KG") and 1,344 by MPM Asset Management Investors 2002 BVIII LLC ("AM LLC"). ( 3 )The shares are held as follows: 1,321,479 by by BV III QP, 88,852 by BV III, 39,924 by BV III PF, 111,670 by BV III KG and 26,108 by AM LLC. MPM BioVentures III GP, L.P. ("BVIII GP") and MPM BioVentures III LLC ("BVIII LLC") are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC. ( 4 )The shares were sold as follows: 158,386 by by BV III QP, 10,650 by BV III, 4,785 by BV III PF, 13,384 by BV III KG and 3,129 by AM LLC. ( 5 )The shares are held as follows: 1,163,093 by by BV III QP, 78,202 by BV III, 35,139 by BV III PF, 98,286 by BV III KG and 22,979 by AM LLC. BVIII GP and BVIII LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC. ( 6 )The shares were sold as follows: 236,772 by by BV III QP, 15,919 by BV III, 7,154 by BV III PF, 20,008 by BV III KG and 4,678 by AM LLC. ( 7 )The price in Column 4 is a weighted average sale price. The prices actually ranged from $2.50 to $2.51. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. ( 8 )The shares are held as follows: 926,321 by by BV III QP, 62,283 by BV III, 27,985 by BV III PF, 78,278 by BV III KG and 18,301 by AM LLC. BVIII GP and BVIII LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC.

Remarks: Amended solely to clarify that the sales were made pursuant to a 10b5-1 Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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