X0206 3 2017-10-03 0 0001371217 EnteroMedics Inc ETRM 0001642607 Mashaal Michael Y 2800 PATTON ROAD ST. PAUL MN 55113 1 0 0 0 Common Stock, $0.01 par value per share 568377 I See footnote Series C Convertible Preferred Stock, $0.01 par value per sh 46687 I See footnote The shares were issued in connection with the Agreement and Plan of Merger, dated October 2, 2017, among EnteroMedics Inc. (the "Company"), ReShape Medical, Inc. ("ReShape") and the other parties named therein (the "Merger Agreement"), pursuant to which the Company acquired ReShape. Consists of shares held directly by HealthCor Partners Fund II, L.P. ("HCPII"). The shares held by HCPII may be deemed to be beneficially owned by HealthCor Partners II, L.P. ("HCP2LP"), its general partner, and by HealthCor Partners GP, LLC ("HCPGP"), the general partner of HCP2LP. Dr. Mashaal is a managing director of HealthCor Partners Management, L.P. ("HCP Management"), which is the investment manager to HCPII, and may be deemed to have shared voting and investment power over such shares. Each of HCPLP, HCP2LP, HCPGP, HCP Management and Dr. Mashaal hereby disclaims any beneficial ownership of shares held by HCPII except to the extent of any pecuniary interest therein. Each share of Series C Convertible Preferred Stock will become convertible into 100 shares of common stock, subject to and contingent upon the approval of the Company's stockholders in accordance with the NASDAQ Stock Market Rules. Under the terms of the Merger Agreement, the Company has agreed to use commercially reasonable efforts to call and hold a meeting of the Company's stockholders to obtain the requisite approval for the conversion of the Series C Convertible Preferred Stock into shares of common stock, for purposes of the NASDAQ Stock Market Rules, no later than December 31, 2017 and, if such approval is not obtained at that meeting, to obtain such approval at an annual or special stockholders meeting to be held at least every six months thereafter. /s/ Scott P. Youngstrom, attorney-in-fact 2017-10-12