SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
InterWest Partners IX, LP

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EnteroMedics Inc [ ETRM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/20/2007 C 1,359,261 A (1) 1,546,761 D(2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series C Preferred Stock (1) 11/20/2007 C 1,359,261 (1) (1) Common Stock 1,359,261 $0 0 D(2)
1. Name and Address of Reporting Person*
InterWest Partners IX, LP

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CASH HARVEY B

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GIANOS PHILIP T

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Holmes W Stephen

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kliman Gilbert H

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ORONSKY ARNOLD L

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Rosch Thomas L

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SWEENEY MICHAEL B

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BOICH MICHAEL D

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CLEVELAND BRUCE A

(Last) (First) (Middle)
2710 SAND HILL RD
2ND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each share of Series C Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering on 11/20/07.
2. The shares are owned by InterWest Partners IX, LP ("IW9"). InterWest Management Partners IX, LLC ("IMP9") is the general partner of IW9. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman, Arnold L. Oronsky, Thomas L. Rosch, and Michael B. Sweeney are Managing Directors of IMP9. Michael D. Boich, Bruce A. Cleveland, Christopher B. Ehrlich, Linda S. Grais, Ellen E. Koskinas, Nina Kjellson, H. Ronald Nash, Khaled A. Nasr, Douglas A. Pepper, and Victor A. Westerlind are Venture Members of IMP9. Each Managing Director and Venture Member of IMP9 disclaims beneficial ownership of such shares, except to the extent of their pecuniary interest therein.
Remarks:
Due to limitations of the EDGAR software, this Form 4 is filed on behalf of InterWest Partners IX, LP and certain other Reporting Persons, and is being filed on two Forms 4 (Part I and Part II) (collectively, the "InterWest Form 4"). This filing represents Part I of the InterWest Form 4 and should be read together with Part II. Part I and Part II of the InterWest Form 4 shall constitute one filing.
/s/ Gilbert H. Kliman, Managing Director 11/21/2007
/s/ Harvey B. Cash by Karen A. Wilson Power of Attorney 11/21/2007
/s/ Philip T. Gianos by Karen A. Wilson Power of Attorney 11/21/2007
/s/ W. Stephen Holmes by Karen A. Wilson Power of Attorney 11/21/2007
/s/ Gilbert H. Kliman by Karen A. Wilson Power of Attorney 11/21/2007
/s/ Arnold L. Oronsky by Karen A. Wilson Power of Attorney 11/21/2007
/s/ Thomas L. Rosch by Karen A. Wilson Power of Attorney 11/21/2007
/s/ Michael B. Sweeney by Karen A. Wilson Power of Attorney 11/21/2007
/s/ Michael D. Boich by Karen A. Wilson Power of Attorney 11/21/2007
/s/ Bruce A. Cleveland by Karen A. Wilson Power of Attorney 11/21/2007
** 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 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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