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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last)

(First)

(Middle)

2800 PATTON ROAD

(Street)

ST. PAUL

55113

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2007

3. Issuer Name and Ticker or Trading Symbol
EnteroMedics Inc [ ETRM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chrmn, Pres & CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	99,944	I	Revocable Trust
Common Stock	19,286	I	Family Limited Partnership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	08/16/2004⁽¹⁾	08/16/2014	Common Stock	69,451	0.46	D
Stock Option (right to buy)	⁽²⁾	04/27/2015	Common Stock	47,495	0.46	D
Stock Option (right to buy)	04/20/2007⁽³⁾	04/20/2016	Common Stock	40,660	0.46	D
Stock Option (right to buy)	02/06/2008⁽³⁾	02/06/2017	Common Stock	252,748	5.19	D
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	7,623	⁽⁴⁾	I	Revocable Trust
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	10,368	⁽⁵⁾	I	Revocable Trust
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	6,332	⁽⁵⁾	I	Revocable Trust
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	5,126	⁽⁵⁾	I	Spouse Revocable Trust
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	3,166	⁽⁵⁾	I	Spouse Revocable Trust
Warrants (right to buy)	⁽⁶⁾	11/13/2010	Common Stock	2,029	0.4333	I	Revocable Trust
Warrants (right to buy)	⁽⁶⁾	11/13/2010	Common Stock	1,015	0.4333	I	Spouse Revocable Trust

Explanation of Responses:

1. Vests 50% immediately, 25% on the first anniversary of the date of grant and 1/36th per month for 36 months thereafter, beginning the date shown.

2. Currently 100% vested in accordance with achievement of milestone vesting terms.

3. Vests 25% on the first anniversary of the date of grant and 1/36th per month for 36 months thereafter, beginning the date shown.

4. The convertible preferred stock will automatically convert into 11,798 shares of common stock upon completion of the initial public offering.

5. The convertible preferred stock will automatically convert one-to-one into common stock upon completion of the initial public offering.

6. Immediately exercisable.

	/s/ Mark B. Knudson	11/13/2007
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.