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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^*

DOUGLAS KEVIN

(Last)

(First)

(Middle)

125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/13/2011

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 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	555,000	D⁽¹⁾⁽²⁾
Common Stock	1,000,000	I⁽²⁾⁽³⁾	By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Common Stock	490,000	I⁽²⁾⁽⁴⁾	By Douglas Family Trust
Common Stock	127,500	I⁽²⁾⁽⁵⁾	By KGD 2010 Annuity Trust VI
Common Stock	127,500	I⁽²⁾⁽⁶⁾	By MMD 2010 Annuity Trust VI

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)
Warrant (right to buy)	06/13/2011	01/22/2011	Common Stock	255,000	2.19	D⁽¹⁾⁽²⁾
Warrant (right to buy)	06/13/2011	01/22/2011	Common Stock	850,000	2.19	I⁽²⁾⁽³⁾	By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Warrant (right to buy)	06/13/2011	01/22/2011	Common Stock	340,000	2.19	I⁽²⁾⁽⁴⁾	By Douglas Family Trust
Warrant (right to buy)	06/13/2011	01/22/2011	Common Stock	127,500	2.19	I⁽²⁾⁽⁵⁾	By KGD 2010 Annuity Trust VI
Warrant (right to buy)	06/13/2011	01/22/2011	Common Stock	127,500	2.19	I⁽²⁾⁽⁶⁾	By MMD 2010 Annuity Trust VI

1. Name and Address of Reporting Person^*

DOUGLAS KEVIN

(Last)

(First)

(Middle)

125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Douglas Michelle

(Last)

(First)

(Middle)

125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DOUGLAS FAMILY TRUST

(Last)

(First)

(Middle)

125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST

(Last)

(First)

(Middle)

125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KGD 2010 Annuity Trust VI

(Last)

(First)

(Middle)

125 E. SIR FRANCIS DRAKE BLVD.

SUITE 400

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MMD 2010 Annuity Trust VI

(Last)

(First)

(Middle)

125 E. SIR FRANCIS DRAKE BLVD.

SUITE 400

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are held directly and jointly by Kevin Douglas and Michelle Douglas, husband and wife.

2. The reporting persons are filing this Form 3 jointly, but not as members of a group, and each expressly disclaims membership in a group. The filing of this Form 3 should not be construed as an admission that any reporting person is, and each such person disclaims that that such person is, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of any of the securities covered by this Form 3, except for securities that such person holds directly.

3. These securities are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas and Michelle Douglas as co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants' Trust.

4. These securities are held directly by the Douglas Family Trust and indirectly by Kevin Douglas, James E. Douglas, Jr. and Jean A. Douglas, husband and wife, as co-trustees of the Douglas Family Trust.

5. These securities are held directly by the KGD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee, and indirectly by Kevin Douglas.

6. These securities are held directly by the MMD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee, and indirectly by Michelle Douglas and Kevin Douglas.

Remarks:

	/s/ Eileen Davis-Wheatman, attorney-in-fact for Kevin Douglas	04/18/2011
	/s/ Eileen Davis-Wheatman, attorney-in-fact for Michelle Douglas	04/18/2011
	/s/ Eileen Davis-Wheatman, attorney-in-fact for Douglas Family Trust	04/18/2011
	/s/ Eileen Davis-Wheatman, attorney-in-fact for James Douglas and Jean Douglas Irrevocable Descendant's Trust	04/18/2011
	/s/ Eileen Davis-Wheatman, attorney-in-fact for KGD 2010 Annuity Trust VI	04/18/2011
	/s/ Eileen Davis-Wheatman, attorney-in-fact for MMD 2010 Annuity Trust VI	04/18/2011
	** 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.