Home/Filings/4/0001181431-10-053009
4//SEC Filing

KNUDSON MARK B 4

Accession 0001181431-10-053009

CIK 0001371217other

Filed

Nov 1, 8:00 PM ET

Accepted

Nov 2, 5:53 PM ET

Size

35.7 KB

Accession

0001181431-10-053009

Insider Transaction Report

Form 4
Period: 2010-10-29
KNUDSON MARK B
DirectorChrmn, Pres & CEO
Transactions
  • Award

    Stock Option (right to buy)

    2010-10-29+33,43233,432 total
    Exercise: $1.90From: 2010-10-29Exp: 2017-10-29Common Stock (33,432 underlying)
  • Award

    Stock Option (right to buy)

    2010-10-29+50,47250,472 total
    Exercise: $1.90From: 2010-10-29Exp: 2017-10-29Common Stock (50,472 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2010-10-2942,1240 total
    Exercise: $31.14From: 2008-02-06Exp: 2017-02-06Common Stock (42,124 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2010-10-2945,4540 total
    Exercise: $6.60From: 2009-03-04Exp: 2019-02-04Common Stock (45,454 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2010-10-2960,5660 total
    Exercise: $22.20From: 2009-06-30Exp: 2019-06-22Common Stock (60,566 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2010-10-2970,9700 total
    Exercise: $49.63From: 2008-02-06Exp: 2018-02-06Common Stock (70,970 underlying)
  • Award

    Stock Option (right to buy)

    2010-10-29+25,90225,902 total
    Exercise: $1.90From: 2010-10-29Exp: 2017-10-29Common Stock (25,902 underlying)
  • Award

    Stock Option (right to buy)

    2010-10-29+44,13144,131 total
    Exercise: $1.90From: 2010-10-29Exp: 2017-10-29Common Stock (44,131 underlying)
Holdings
  • Common Stock

    (indirect: By Trust)
    32,571
  • Warrant (Right to Buy)

    (indirect: By Trust)
    Exercise: $8.28From: 2009-08-24Exp: 2013-02-24Common Stock (5,498 underlying)
    5,498
  • Common Stock

    (indirect: By Partnership)
    3,215
  • Warrants (right to buy)

    (indirect: By Trust)
    Exercise: $23.68Exp: 2010-11-13Common Stock (337 underlying)
    337
  • Common Stock

    (indirect: By Trust)
    1,382
  • Stock Option (right to buy)

    Exercise: $2.76From: 2004-08-16Exp: 2014-08-16Common Stock (11,575 underlying)
    11,575
  • Stock Option (right to buy)

    Exercise: $3.78From: 2009-11-18Exp: 2019-11-18Common Stock (20,833 underlying)
    20,833
  • Stock Option (right to buy)

    Exercise: $2.76Exp: 2015-04-27Common Stock (7,915 underlying)
    7,915
  • Stock Option (right to buy)

    Exercise: $2.76From: 2007-04-20Exp: 2016-04-20Common Stock (6,776 underlying)
    6,776
  • Warrants (right to buy)

    (indirect: By Trust)
    Exercise: $23.68Exp: 2010-11-13Common Stock (169 underlying)
    169
Footnotes (14)
  • [F1]32,968 shares vest immediately, of the remaining shares 25% vest on the first anniversary of the date of grant and thereafter at 1/36th per month for 36 months, beginning the date shown.
  • [F10]This option was tendered by the reporting person pursuant to EnteroMedics' option exchange offer and was cancelled by the company at the expiration of the offer (see footnote 12).
  • [F11]Options vest 33% on date noted and thereafter at 1/24th per month.
  • [F12]On October 29, 2010, in exchange for the cancelled option referenced in footnote 10, the company granted the reporting person a replacement option for the number of shares reflected in column 9 of this line item at the exercise price noted in column 2 of this line item.
  • [F13]The lesser number of shares underlying the new option issued in exchange for this option reflects the cancellation of the milestone portion of the award in accordance with the terms of the option exchange offer.
  • [F14]Starting with a Form 4 filed on 1/20/2010 reporting an option grant in November 2009, the reporting person's filings have erroneously reflected a line item for indirect holdings by a Revocable Trust. This line item was an incorrect duplication and the total shares reported are included in the total reflected for the Revocable Trust 2003. In an amendment filed concurrently herewith, the duplicative line has been removed and this filing and all filings since 1/20/2010 are deemed to be amended to correct the holdings of the reporting person.
  • [F2]Currently 100% vested in accordance with achievement of milestone vesting terms.
  • [F3]Vests 25% on the first anniversary of the date of grant and 1/36th per month for 36 months thereafter, beginning the date shown.
  • [F4]Immediately exercisable.
  • [F5]50% vests in increments of 1/48th per month beginning the date shown, remaining 50% vests in accordance with achievement of milestone vesting terms.
  • [F6]Vests in increments of 1/48th per month beginning the date shown.
  • [F7]Vests in increments of 2.0833% per month beginning the date shown.
  • [F8]25% vests immediately and the remaining 75% vests on 11/15/2010; 100% of unvested shares become vested upon change in control.
  • [F9]On July 9, 2010, EnteroMedics Inc. effected a 1-for-6 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.

Issuer

EnteroMedics Inc

CIK 0001371217

Entity typeother

Related Parties

1
  • filerCIK 0001243513

Filing Metadata

Form type
4
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 5:53 PM ET
Size
35.7 KB