FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Zeltiq Aesthetics Inc [ ZLTQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/17/2014 | J(1) | 1,877,270 | D | $0.00 | 1,761,086 | I | By Fund(2) | ||
Common Stock | 01/17/2014 | J(3) | 75,333 | D | $0.00 | 70,671 | I | By Fund(4) | ||
Common Stock | 01/17/2014 | J(5) | 36,210 | D | $0.00 | 33,969 | I | By Fund(6) | ||
Common Stock | 01/17/2014 | J(7) | 19,893 | A | $0.00 | 19,893 | I | By LLC(8) | ||
Common Stock | 01/17/2014 | S | 4,673 | D | $23.5019(9) | 15,220 | I | By LLC(8) | ||
Common Stock | 01/17/2014 | S | 2,627 | D | $23.5019(9) | 19,055 | I | By Fund(10) | ||
Common Stock | 01/21/2014 | S | 15,220 | D | $22.3456(11) | 0 | I | By LLC(8) | ||
Common Stock | 01/21/2014 | S | 8,560 | D | $22.3456(11) | 10,495 | I | By Fund(10) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents a distribution in kind of shares of Common Stock of the issuer by Advanced Technology Ventures VII, L.P. ("ATV VII") without consideration to its limited partners and its general partner, ATV Associates VII, L.L.C. ("ATV LLC"). |
2. Shares are held directly by ATV VII. ATV LLC is the general partner of ATV VII. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. |
3. Represents a distribution in kind of shares of Common Stock of the issuer by Advanced Technology Ventures VII (B), L.P. ("ATV VIIB") without consideration to its limited partners and its general partner, ATV LLC. |
4. Shares are held directly by ATV VIIB. ATV LLC is the general partner of ATV VIIB. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. |
5. Represents a distribution in kind of shares of Common Stock of the issuer by Advanced Technology Ventures VII (C), L.P. ("ATV VIIC") without consideration to its limited partners and its general partner, ATV LLC. |
6. Shares are held directly by ATV VIIC. ATV LLC is the general partner of ATV VIIC. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. |
7. Represents a change in the form of beneficial ownership from one form of indirect ownership to another by virtue of a pro-rata in-kind distribution of Common Stock of the issuer received by ATV LLC in the distributions described in footnotes (1), (3) and (5). |
8. Shares are held directly by ATV LLC. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. |
9. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $23.50 to $23.51 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
10. Shares are held directly by ATV Entrepreneurs VII, L.P. ("ATVE VII"). ATV LLC is the general partner of ATVE VII. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. |
11. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $22.10 to $22.75 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
Remarks: |
/s/ Jean George | 01/22/2014 | |
** 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 4 (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. |