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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol EnteroMedics Inc [ ETRM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/08/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 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) | |||||||||||||||
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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 | ||||||||
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 | $0.00 | 35,000 | D |
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 Attached THIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPERTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED. |
/s/ Scott P. Youngstrom, Attorney-in-Fact for Carl Golfischer | 02/10/2017 | |
** 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). | ||
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. |