Statement of Changes in Beneficial Ownership (4)
11 February 2017 - 8:46AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
GOLDFISCHER CARL
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2. Issuer Name
and
Ticker or Trading Symbol
EnteroMedics Inc
[
ETRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BAY CITY CAPITAL LLC, 750 BATTERY STREET, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2017
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4572
(1)
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I
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See footnote
(2)
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Common Stock
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98
(1)
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I
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See footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Director Option (Right to Buy)
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$50410.50
(1)
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3/25/2008
(4)
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3/24/2018
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Common Stock
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3
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3
(1)
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D
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Director Option (Right to Buy)
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$12159.00
(1)
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5/5/2009
(4)
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5/4/2019
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Common Stock
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1
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1
(1)
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D
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Director Option (Right to Buy)
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$2646.00
(1)
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5/6/2010
(5)
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5/6/2020
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Common Stock
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1
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1
(1)
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D
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Director Option (Right to Buy)
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$2761.50
(1)
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5/5/2011
(5)
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5/5/2021
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Common Stock
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9
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9
(1)
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D
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Director Option (Right to Buy)
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$2908.50
(1)
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5/9/2012
(5)
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5/9/2022
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Common Stock
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9
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9
(1)
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D
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Director Option (Right to Buy)
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$924.00
(1)
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5/8/2013
(5)
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5/8/2023
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Common Stock
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9
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9
(1)
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D
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Director Option (Right to Buy)
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$1932.00
(1)
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5/7/2014
(5)
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5/7/2024
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Common Stock
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23
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23
(1)
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D
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Director Option (Right to Buy)
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$1176.00
(1)
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5/6/2015
(5)
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5/6/2025
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Common Stock
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23
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23
(1)
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D
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Director Option (Right to Buy)
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$1176.00
(1)
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6/6/2015
(6)
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5/6/2025
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Common Stock
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23
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23
(1)
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D
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Director Option (Right to Buy)
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$52.50
(1)
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5/4/2016
(5)
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5/6/2026
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Common Stock
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42
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42
(1)
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D
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Director Option (Right to Buy)
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$7.12
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2/8/2017
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A
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35000
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2/8/2017
(5)
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2/8/2027
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Common Stock
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35000
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$0.00
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35000
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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Option vests in successive installments of 1/12th per month beginning the date shown.
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Remarks:
EX 24: Goldfischer Power of Attorney Attached
THIS 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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GOLDFISCHER CARL
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
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X
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Signatures
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/s/ Scott P. Youngstrom, Attorney-in-Fact for Carl Golfischer
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2/10/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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