SEC Form 4 · accession 0000899243-16-020240

ReShape Lifesciences Inc. · RSLS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Carl Goldfischer

Director

Period of report

May 4, 2016

Accepted (ET)

May 17, 2016 · 7:09 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001371217

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	holding	—	—		—	320,064	I	See Footnote
Common Stock^F1,F3	holding	—	—		—	6,899	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F12	$0.75	May 4, 2016	A	3,000	A	—	May 4, 2026	Common Stock	3,000	3,000	D
Common Stock Warrant^F2,F1	$32.85	holding	—	—	—	Jun 13, 2011	Jun 13, 2016	Common Stock	110,942	110,942	D
Common Stock Warrant^F3,F1	$32.85	holding	—	—	—	Jun 13, 2011	Jun 13, 2016	Common Stock	2,391	2,391	D
Common Stock Warrant^F2,F1	$28.50	holding	—	—	—	Sep 23, 2011	Sep 28, 2016	Common Stock	10,963	10,963	D
Common Stock Warrant^F3,F1	$28.50	holding	—	—	—	Sep 23, 2011	Sep 28, 2016	Common Stock	236	236	D
Stock Option (Right to Buy)^F1,F4	$720.15	holding	—	—	—	—	Mar 24, 2018	Common Stock	277	277	D
Stock Option (Right to Buy)^F1,F4	$173.70	holding	—	—	—	—	May 4, 2019	Common Stock	111	111	D
Stock Option (Right to Buy)^F1,F5	$37.80	holding	—	—	—	—	May 6, 2020	Common Stock	111	111	D
Stock Option (Right to Buy)^F1,F6	$39.45	holding	—	—	—	—	May 5, 2021	Common Stock	666	666	D
Stock Option (Right to Buy)^F1,F7	$41.55	holding	—	—	—	—	May 9, 2022	Common Stock	666	666	D
Stock Option (Right to Buy)^F1,F8	$13.20	holding	—	—	—	—	May 8, 2023	Common Stock	666	666	D
Stock Option (Right to Buy)^F1,F9	$27.60	holding	—	—	—	—	May 7, 2024	Common Stock	1,666	1,666	D
Stock Option (Right to Buy)^F1,F10	$16.80	holding	—	—	—	—	May 6, 2025	Common Stock	1,666	1,666	D
Stock Option (Right to Buy)^F1,F11	$16.80	holding	—	—	—	—	May 6, 2025	Common Stock	1,666	1,666	D

Explanation of responses

F1On January 6, 2016, EnteroMedics Inc. effected a 1-for-15 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.
F1025% of the shares 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 beginning on June 6, 2015 and ending on May 6, 2018.
F11100% of the shares subject to the option vest in successive installments of 1/12th per month beginning on June 6, 2015 and ending on May 6, 2016.
F12Vests immediately as to 25% on date noted and thereafter in successive equal installments of 1/36th per month.
F2Represent 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.
F3Represent 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.
F425% 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.
F525% 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 of grant, May 6, 2010.
F625% 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 of grant, May 5, 2011.
F725% 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 of grant, May 9, 2012.
F825% 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 of grant, May 8, 2013.
F925% 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 of grant, May 7, 2014.

Remarks

THIS FILING REFLECTS THE POST SPLIT NUMBERS OF ALL SHARES, OPTIONS AND SIMILAR INSTRUMENTS HELD BY THE REPORTING PERSON AS PREVIOUSLY REPORTED.