Aberdare ii annex fund l p - by aberdare ii annex fund l p investment history in Enteromedics inc

Filed on 2010-10-04 by Aberdare Ii Annex Fund L P SEC CIK 1352036 Form 4

Accession 0001209191-10-048862.txt Sec File: edgar/data/1352036/0001209191-10-048862-index.htm

2010-09-30 Aberdare Ii Annex Fund L P (CIK 1352036) through By Aberdare Ii Annex Fund L P

Invested in Enteromedics Inc bought 406504 shares at $1.72 remaining shares owned 406504

Series A Non-Voting Convertible Preferred Stock Enteromedics Inc Etrm underlying security shares 406504 underlying security title Common Stock

f1 the securities are owned by aberdare ii annex fund, l.p. ("aberdare annex ii"). aberdare gp ii, l.l.c. ("aberdare gp ii") serves as the sole general partner of aberdare annex ii, and has sole voting and investment control over the securities owned by aberdare annex ii, and may be deemed to own beneficially the securities held by aberdare annex ii. aberdare gp ii however owns no securities of the issuer directly. aberdare gp ii disclaims beneficial ownership of the securities reported herein, except to the extent of its proportionate pecuniary interest therein. paul h. klingenstein ("klingenstein") is a manager of aberdare gp ii and has voting and dispositive power over the securities held by aberdare annex ii. klingenstein is a director of the issuer and, accordingly, files separate section 16 reports.
f4 the series a non-voting convertible preferred stock is convertible into common stock at any time on a one-for-one basis, and has no expiration date.
f3 aberdare annex ii may not convert an amount of convertible preferred stock or exercise the warrants for an amount of common stock that would result in aberdare annex ii owning more than 19.99% of the issuer's common stock oustanding after such conversion and/or exercise.


Filed on 2010-10-04 by Aberdare Ii Annex Fund L P SEC CIK 1352036 Form 4

Accession 0001209191-10-048862.txt Sec File: edgar/data/1352036/0001209191-10-048862-index.htm

2010-09-30 Aberdare Ii Annex Fund L P (CIK 1352036) through By Aberdare Ii Annex Fund L P

Invested in Enteromedics Inc bought 406504 shares at $0.125 remaining shares owned 406504

Common Stock Warrant Right To Buy Enteromedics Inc Etrm exercise price 2.15 has valueunderlying security shares 406504 underlying security title Common Stock

f1 the securities are owned by aberdare ii annex fund, l.p. ("aberdare annex ii"). aberdare gp ii, l.l.c. ("aberdare gp ii") serves as the sole general partner of aberdare annex ii, and has sole voting and investment control over the securities owned by aberdare annex ii, and may be deemed to own beneficially the securities held by aberdare annex ii. aberdare gp ii however owns no securities of the issuer directly. aberdare gp ii disclaims beneficial ownership of the securities reported herein, except to the extent of its proportionate pecuniary interest therein. paul h. klingenstein ("klingenstein") is a manager of aberdare gp ii and has voting and dispositive power over the securities held by aberdare annex ii. klingenstein is a director of the issuer and, accordingly, files separate section 16 reports.
f2 the warrant exercise period (the "exercise period") shall begin on the later to occur of (a) the date that is 181 days from the date of the issuance of the warrant and (b) the date on which the equity offering (as defined in securites purchase agreement dated september 30, 2010 by and between the issuer and the purchasers) commences, and shall end on the fifth anniversary of the date on which the exercise period begins.
f3 aberdare annex ii may not convert an amount of convertible preferred stock or exercise the warrants for an amount of common stock that would result in aberdare annex ii owning more than 19.99% of the issuer's common stock oustanding after such conversion and/or exercise.