Sec Form 4 Filing - Tweden Katherine S. @ EnteroMedics Inc - 2015-03-09

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 Tweden Katherine S. 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) VP - Clinical and Regulatory (Last) (First) (Middle) 2800 PATTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2015 (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 1,053 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) $ 2.76 ( 1 ) 04/27/2015 Common Stock 183 183 D Stock Option (right to buy) $ 2.76 ( 1 ) 04/20/2016 Common Stock 2,655 2,655 D Stock Option (right to buy) $ 1.9 10/29/2010( 2 ) 10/29/2017 Common Stock 1,454 1,454 D Stock Option (right to buy) $ 1.9 10/29/2010( 2 ) 10/29/2017 Common Stock 1,295 1,295 D Stock Option (right to buy) $ 1.9 10/29/2010( 2 ) 10/29/2017 Common Stock 2,136 2,136 D Stock Option (right to buy) $ 1.9 10/29/2010( 2 ) 10/29/2017 Common Stock 20,416 20,416 D Stock Option (right to buy) $ 3.78 ( 1 ) 11/18/2019 Common Stock 16,666 16,666 D Stock Option (right to buy) $ 2.58 03/16/2011( 3 ) 02/16/2021 Common Stock 91,981 91,981 D Stock Option (right to buy) $ 2.67 08/12/2011( 3 ) 07/12/2021 Common Stock 25,000 25,000 D Stock Option (right to buy) $ 1.9 01/14/2012( 3 ) 12/14/2021 Common Stock 100,000 100,000 D Stock Option (right to buy) $ 3.35 ( 4 ) 08/10/2012( 3 ) 07/10/2022 Common Stock 291,638 291,638 D Stock Option (right to buy) $ 1.31 06/30/2013( 3 ) 05/31/2023 Common Stock 257,190 257,190 D Stock Option (right to buy) $ 1.11 03/09/2015 A 75,000 04/09/2015( 3 ) 03/09/2025 Common Stock 75,000 $ 0 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tweden Katherine S. 2800 PATTON ROAD ST. PAUL, MN55113 VP - Clinical and Regulatory Signatures /s/ Greg S. Lea, Attorney-in-Fact for Katherine S. Tweden 03/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options currently 100% vested. ( 2 )Options vest 33% on date noted and thereafter at 1/24th per month. ( 3 )Vests in increments of 1/48th per month, beginning the date shown. ( 4 )The exercise price is the closing price on July 10, 2012, the date the board authorized the grants subject to stockholder approval of the increase in the number of shares available for awards under the incentive plan, which was obtained on September 27, 2012.

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).

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