Sec Form 4 Filing - KNUDSON MARK B @ EnteroMedics Inc - 2016-05-04

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 KNUDSON MARK B 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) 05/04/2016 (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 93 I Spouse Revocable Trust Common Stock 215 I Family Limited Partnership Common Stock 3,838 I Revocable Trust 2003 Common Stock 40,867 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) $ 41.4 ( 1 ) 04/20/2016 Common Stock 451 451 D Stock Option (right to buy) $ 28.5 ( 1 ) 10/29/2017 Common Stock 2,228 2,228 D Stock Option (right to buy) $ 28.5 ( 1 ) 10/29/2017 Common Stock 1,726 1,726 D Stock Option (right to buy) $ 28.5 ( 1 ) 10/29/2017 Common stock 2,942 2,942 D Stock Option (right to buy) $ 28.5 ( 1 ) 10/29/2017 Common Stock 3,364 3,364 D Stock Option (right to buy) $ 56.7 ( 1 ) 12/31/2018 Common Stock 1,388 1,388 D Warrant (common stock right to buy) $ 32.85 ( 2 ) ( 3 ) Common Stock 1,666 1,666 D Stock Option (right to buy) $ 38.7 ( 1 ) 12/31/2018 Common Stock 23,333 23,333 D Stock Option (right to buy) $ 40.05 ( 1 ) 12/31/2018 Common Stock 23,333 23,333 D Stock Option (right to buy) $ 28.5 ( 1 ) 12/31/2018 Common Stock 13,333 13,333 D Stock Option (right to buy) $ 50.25 ( 1 ) 12/31/2018 Common Stock 86,148 86,148 D Stock Option (right to buy) $ 19.65 ( 1 ) 12/31/2018 Common Stock 85,248 85,248 D Stock Option (right to buy) $ 16.65 ( 1 ) 12/31/2018 Common Stock 15,000 15,000 D Director Option (right to buy) $ 1.07 02/25/2016( 4 ) 02/25/2026 Common Stock 3,333 3,333 D Director Option (Right to Buy) $ 0.75 05/04/2016 A 3,333 05/04/2016( 4 ) 05/04/2026 Common Stock 3,333 $ 0 3,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KNUDSON MARK B 2800 PATTON ROAD ST. PAUL, MN55113 X Signatures /s/ Greg S. Lea, Attorney in Fact for Mark B. Knudson 05/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options currently 100% vested. ( 2 )Warrant becomes exercisable 181 days from the date of issuance at close of offering. ( 3 )Warrant expires five years from the date it becomes exercisable. ( 4 )Vests immediately as to 25% on date noted and thereafter in cumulative installments of 1/36th per month.

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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