SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lamm Carl

(Last)

(First)

(Middle)

4698 WILLOW ROAD

SUITE 100

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2012

3. Issuer Name and Ticker or Trading Symbol
Zeltiq Aesthetics Inc [ ZLTQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President of Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,128⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽²⁾	05/22/2009⁽³⁾	05/22/2018	Common Stock	17,710	$2.42	D
Stock Option (Right to Buy)⁽²⁾	07/27/2011⁽⁴⁾	07/27/2020	Common Stock	23,160	$1.2478	D
Stock Option (Right to Buy)⁽²⁾	11/30/2011⁽⁵⁾	11/30/2020	Common Stock	13,623	$1.4313	D
Stock Option (Right to Buy)⁽²⁾	07/27/2012⁽⁶⁾	07/27/2021	Common Stock	25,862	$10.2028	D
Stock Option (Right to Buy)⁽⁷⁾	07/27/2012⁽⁶⁾	07/27/2021	Common Stock	1,385	$10.2028	D
Stock Option (Right to Buy)⁽⁸⁾	02/17/2013⁽⁹⁾	02/17/2022	Common Stock	17,544	$11.3	D

Explanation of Responses:

1. These restricted stock units vest as follows: 25% of the total number of shares subject to the restricted stock unit vest on February 17, 2013, and the remainder vest annually at a rate of 25% per year, subject to the Reporting Person's continued service to the Issuer.

2. Incentive stock option, issued pursuant to the 2005 Stock Incentive Plan.

3. 25% of the total number of shares subject to the option vest on 05/22/2009, and the remainder vest in equal monthly installments over a 36 month period thereafter, subject to the Reporting Person's continued service to the Issuer.

4. 25% of the total number of shares subject to the option vest on 07/27/2011, and the remainder vest in equal monthly installments over a 36 month period thereafter, subject to the Reporting Person's continued service to the Issuer.

5. 25% of the total number of shares subject to the option vest on 11/30/2011, and the remainder vest in equal monthly installments over a 36 month period thereafter, subject to the Reporting Person's continued service to the Issuer.

6. 25% of the total number of shares subject to the option vest on 07/27/12, and the remainder vest in equal monthly installments over a 36 month period thereafter, subject to the Reporting Person's continued service to the Issuer.

7. Nonstatutory option, issued pursuant to the 2005 Stock Incentive Plan.

8. Nonstatutory option, issued pursuant to the 2011 Equity Incentive Plan.

9. 25% of the total number of shares subject to the option vest on 02/17/13, and the remainder vest in equal monthly installments over a 36 month period thereafter, subject to the Reporting Person's continued service to the Issuer.

Remarks:

	/s/Sergio Garcia, attorney-in-fact	11/16/2012
	** 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 5 (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.