Sec Form 4 Filing - GOLDFISCHER CARL @ EnteroMedics Inc - 2017-02-08

Insider filing report for Changes in Beneficial Ownership
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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
GOLDFISCHER CARL
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 BAY CITY CAPITAL LLC, 750 BATTERY STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2017
(Street)
SAN FRANCISCO, CA94111
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 4,572 ( 1 ) I See footnote ( 2 )
Common Stock 98 ( 1 ) 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
Director Option (Right to Buy) $ 50,410.5 ( 1 ) 03/25/2008( 4 ) 03/24/2018 Common Stock 3 3 ( 1 ) D
Director Option (Right to Buy) $ 12,159 ( 1 ) 05/05/2009( 4 ) 05/04/2019 Common Stock 1 1 ( 1 ) D
Director Option (Right to Buy) $ 2,646 ( 1 ) 05/06/2010( 5 ) 05/06/2020 Common Stock 1 1 ( 1 ) D
Director Option (Right to Buy) $ 2,761.5 ( 1 ) 05/05/2011( 5 ) 05/05/2021 Common Stock 9 9 ( 1 ) D
Director Option (Right to Buy) $ 2,908.5 ( 1 ) 05/09/2012( 5 ) 05/09/2022 Common Stock 9 9 ( 1 ) D
Director Option (Right to Buy) $ 924 ( 1 ) 05/08/2013( 5 ) 05/08/2023 Common Stock 9 9 ( 1 ) D
Director Option (Right to Buy) $ 1,932 ( 1 ) 05/07/2014( 5 ) 05/07/2024 Common Stock 23 23 ( 1 ) D
Director Option (Right to Buy) $ 1,176 ( 1 ) 05/06/2015( 5 ) 05/06/2025 Common Stock 23 23 ( 1 ) D
Director Option (Right to Buy) $ 1,176 ( 1 ) 06/06/2015( 6 ) 05/06/2025 Common Stock 23 23 ( 1 ) D
Director Option (Right to Buy) $ 52.5 ( 1 ) 05/04/2016( 5 ) 05/06/2026 Common Stock 42 42 ( 1 ) D
Director Option (Right to Buy) $ 7.12 02/08/2017 A 35,000 02/08/2017( 5 ) 02/08/2027 Common Stock 35,000 $ 0 35,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDFISCHER CARL
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA94111
X
Signatures
/s/ Scott P. Youngstrom, Attorney-in-Fact for Carl Golfischer 02/10/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 27, 2016, EnteroMedics Inc. effected a 1-for-70 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.
( 2 )Represents shares held by Bay City Capital Fund IV, L.P. ("Fund IV"), including the shares held by Dr. Goldfischer; and indirect interests of Bay City Capital LLC ("BCC"), the manager of Bay City Capital Management IV LLC ("Management IV"), and Management IV, the general partner of Fund IV. Dr. Goldfischer is Managing Director of BCC. Dr. Goldfischer, BCC and Management IV each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.
( 3 )Represents shares held by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV"), including the shares held by Dr. Goldfischer; and indirect interests of BCC, the manager of Management IV, and Management IV, the general partner of Co-Investment IV. Dr. Goldfischer, BCC and Management IV each disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.
( 4 )25% of the shares shall vest immediately, and the remaining shares shall vest 1/36 per month thereafter, as long as the reporting person remains a director of the company.
( 5 )25% of the shares subject to the option are exercisable immediately. The remaining 75% of the shares subject to the option shall vest in a series of thirty-six (36) successive equal monthly installments upon completion of each month over the three (3) year period measured from the date shown.
( 6 )Option vests in successive installments of 1/12th per month beginning the date shown.

Remarks:
EX 24: Goldfischer Power of Attorney AttachedTHIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPERTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED.

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