Sec Form 4 Filing - LEA GREGORY S @ EnteroMedics Inc - 2016-06-27

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 LEA GREGORY 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) CFO and CCO (Last) (First) (Middle) 2800 PATTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2016 (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 184 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) $ 28.5 06/27/2016 D 1,114 ( 1 ) 10/29/2017 Common Stock 1,114 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 175 06/27/2016( 3 ) 06/27/2023 Common Stock 175 ( 4 ) 175 D Stock Option (right to buy) $ 28.5 06/27/2016 D 260 ( 1 ) 10/29/2017 Common Stock 260 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 42 06/27/2016( 3 ) 06/27/2023 Common Stock 42 ( 4 ) 42 D Stock Option (right to buy) $ 28.5 06/27/2016 D 1,074 ( 1 ) 10/29/2017 Common Stock 1,074 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 168 06/27/2016( 3 ) 06/27/2023 Common Stock 168 ( 4 ) 168 D Stock Option (right to buy) $ 28.5 06/27/2016 D 973 ( 1 ) 10/29/2017 Common Stock 973 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 152 06/27/2016( 3 ) 06/27/2023 Common Stock 152 ( 4 ) 152 D Stock Option (right to buy) $ 56.7 06/27/2016 D 1,111 ( 1 ) 11/18/2019 Common Stock 1,111 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 98 06/27/2016( 3 ) 06/27/2023 Common Stock 98 ( 4 ) 98 D Warrant (common stock right to buy) $ 32.85 ( 5 ) ( 6 ) Common Stock 666 666 D Stock Option (right to buy) $ 38.7 06/27/2016 D 13,333 ( 1 ) 02/16/2021 Common Stock 13,333 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 1,613 06/27/2016( 3 ) 06/27/2023 Common Stock 1,613 ( 4 ) 1,613 D Stock Option (right to buy) $ 40.05 06/27/2016 D 15,000 ( 1 ) 07/12/2021 Common Stock 15,000 ( 2 ) 0 ( 7 ) D Stock Option (right to buy) $ 0.3325 06/27/2016 A 1,753 06/27/2016( 3 ) 06/27/2023 Common Stock 1,753 ( 4 ) 1,753 D Stock Option (right to buy) $ 28.5 06/27/2016 D 8,333 ( 1 ) 12/14/2021 Common Stock 8,333 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 1,298 06/27/2016( 3 ) 06/27/2023 Common Stock 1,298 ( 4 ) 1,298 D Stock Option (right to buy) $ 50.25 06/27/2016 D 57,543 08/10/2012( 8 ) 07/10/2022 Common Stock 57,543 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 5,039 06/27/2016( 3 ) 06/27/2023 Common Stock 5,039 ( 4 ) 5,039 D Stock Option (right to buy) $ 19.65 06/27/2016 D 66,885 06/30/2013( 8 ) 05/31/2023 Common Stock 66,885 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 14,733 06/27/2016( 3 ) 06/27/2023 Common Stock 14,733 ( 4 ) 14,733 D Stock Option (right to buy) $ 16.65 06/27/2016 D 11,666 04/09/2015( 8 ) 03/09/2025 Common Stock 11,666 ( 2 ) 0 D Stock Option (right to buy) $ 0.3325 06/27/2016 A 2,570 06/27/2016( 3 ) 06/27/2023 Common Stock 2,570 ( 4 ) 2,570 D Stock Option (right to buy) $ 1.07 02/25/2016 02/25/2026 Common Stock 50,000 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEA GREGORY S 2800 PATTON ROAD ST. PAUL, MN55113 CFO and CCO Signatures /s/ Greg S. Lea 06/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options currently 100% vested. ( 2 )On June 27, 2016, this option was tendered by the reporting person pursuant to EnteroMedics' option exchange offer and was cancelled by the company at the expiration of the offer (see footnote 4). ( 3 )Options vest 33% on date noted and thereafter at 1/24th per month. ( 4 )On June 27, 2016, in exchange for the cancelled option referenced in footnote 2, the company granted the reporting person a replacement option for the number of shares reflected in column 9 of this line item at the exercise price noted in column 2 of this line item. ( 5 )Warrant becomes exercisable 181 days from the date of issuance at close of offering. ( 6 )Warrant expires five years from date it first becomes exercisable. ( 7 )On January 6, 2016, EnteroMedics Inc. effected a 1-for-15 reverse stock split of its issued and outstanding shares of common stock, par value $0.01 per share, resulting in a proportional decrease in the total shares of common stock beneficially owned by the reporting person. all previously reported exercise prices, option grants and similar instruments convertible into common stock were proportionally adjusted to reflect the reverse split. ( 8 )Vests in increments of 1/48th per month, beginning the date shown.

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