Home > Insider Trading > Filing (0001209191-13-011587)

Filing Details

Accession Number:: 0001209191-13-011587
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-26 16:19:15
Reporting Period:: 2013-02-22

Filing Date:: 2013-02-26
Accepted Time:: 2013-02-26 16:19:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1371217	Enteromedics Inc	ETRM	Electromedical & Electrotherapeutic Apparatus (3845)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1132859	Kevin Douglas	125 E. Sir Francis Drake Blvd., Ste 400 Larkspur CA 94939	No	No	Yes	Yes
1268474	Trust Family Douglas	125 E. Sir Francis Drake Blvd., Ste 400 Larkspur CA 94939	No	No	Yes	Yes
1268475	Trust Descendants Irrevocable Douglas Jean & James	125 E. Sir Francis Drake Blvd., Ste 400 Larkspur CA 94939	No	No	Yes	Yes
1348445	Michelle Douglas	125 E. Sir Francis Drake Blvd., Ste 400 Larkspur CA 94939	No	No	Yes	Yes
1518639	Vi Trust Annuity 2010 Mmd	125 E. Sir Francis Drake Blvd., Ste 400 Larkspur CA 94939	No	No	Yes	Yes
1518640	Vi Trust Annuity 2010 Kgd	125 E. Sir Francis Drake Blvd., Ste 400 Larkspur CA 94939	No	No	Yes	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-02-22	630,000	$0.00	3,010,852	No	4	P	Direct
Common Stock	Acquisiton	2013-02-22	1,050,000	$0.00	3,456,512	No	4	P	Indirect	By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Common Stock	Acquisiton	2013-02-22	420,000	$0.00	1,654,341	No	4	P	Indirect	By Douglas Family Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	By James Douglas and Jean Douglas Irrevocable Descendants' Trust
No	4	P	Indirect	By Douglas Family Trust

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (Right to Buy)	Acquisiton	2013-02-22	252,000	$0.00	252,000	$1.14
Common Stock	Warrant (Right to Buy)	Acquisiton	2013-02-22	420,000	$0.00	420,000	$1.14
Common Stock	Warrant (Right to Buy)	Acquisiton	2013-02-22	168,000	$0.00	168,000	$1.14

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
252,000	2018-02-27	No	4	P	Direct
420,000	2018-02-27	No	4	P	Indirect
168,000	2018-02-27	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	0	Indirect	By KGD 2010 Annuity Trust VI
Common Stock	0	Indirect	By MMD 2010 Annuity Trust VI

Reported Derivative Holdings

Show Other Fields >>

Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Warrant (Right to Buy)	$2.19	2016-06-13	510,000	510,000	Direct
Common Stock	Warrant (Right to Buy)	$2.19	2016-06-13	850,000	850,000	Indirect
Common Stock	Warrant (Right to Buy)	$2.19	2016-06-13	340,000	340,000	Indirect
Common Stock	Warrant (Right to Buy)	$2.19	2016-06-13	0	0	Indirect
Common Stock	Warrant (Right to Buy)	$2.19	2016-06-13	0	0	Indirect
Common Stock	Warrant (Right to Buy)	$1.90	2016-09-28	87,000	87,000	Direct
Common Stock	Warrant (Right to Buy)	$1.90	2016-09-28	145,000	145,000	Indirect
Common Stock	Warrant (Right to Buy)	$1.90	2016-09-28	58,000	58,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2016-06-13	510,000	510,000	Direct
2016-06-13	850,000	850,000	Indirect
2016-06-13	340,000	340,000	Indirect
2016-06-13	0	0	Indirect
2016-06-13	0	0	Indirect
2016-09-28	87,000	87,000	Direct
2016-09-28	145,000	145,000	Indirect
2016-09-28	58,000	58,000	Indirect

Footnotes

These shares are held directly and jointly by Kevin Douglas and Michelle Douglas.
Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.
These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas and Michelle Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust.
These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust.
These shares are held directly by the KGD 2010 Annuity Trust, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee, and indirectly by Kevin Douglas.
These shares are held directly by the MMD 2010 Annuity Trust, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee, and indirectly by Michelle Douglas and Kevin Douglas.
On December 27, 2010, the Reporting Person contributed 127,500 shares to the KGD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee. On February 21, 2012, 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas.
On December 27, 2010, the Reporting Person contributed 127,500 shares to the MMD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee. On February 21, 2012, 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas.
The reported securities are included within 630,000 EnteroMedics units purchased by the Reporting Person for $0.95 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock.
The reported securities are included within 1,050,000 EnteroMedics units purchased by the Reporting Person for $0.95 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock.
The reported securities are included within 420,000 EnteroMedics units purchased by the Reporting Person for $0.95 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock.
This warrant is exercisable at any time up and including the expiration date. The terms of this warrant contain a limitation on conversion which prevents the Reporting Person from converting this warrant into shares if, after giving effect to the conversion, the Reporting Person would beneficially own more than 19.99% of the issuer's outstanding shares.
On December 27, 2010, the Reporting Person contributed warrants to purchase 127,500 shares to the KGD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Kevin Douglas is the sole trustee. On February 21, 2012, warrants to purchase 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, warrants to purchase 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas.
On December 27, 2010, the Reporting Person contributed warrants to purchase 127,500 shares to the MMD 2010 Annuity Trust VI, a grantor-retained annuity trust of which Michelle Douglas is the sole trustee. On February 21, 2012, warrants to purchase 125,510 shares were distributed to the Reporting Person and are reported in this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas. Upon successful completion of the GRAT on January 28, 2013, warrants to purchase 1,990 shares were distributed to the Reporting Person and are reported on this Form 4 as held directly and jointly by Kevin Douglas and Michelle Douglas.