SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ROBERTS BRYAN E

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/23/2014		J⁽¹⁾		2,000,000	D	$0	3,458,233⁽²⁾	I	By Funds⁽³⁾
Common Stock	01/23/2014		J⁽⁴⁾		44,265	A	$0	44,265	I	By LLC⁽⁴⁾
Common Stock	01/23/2014		J⁽⁵⁾		3,749	A	$0	3,749	I	By LLC⁽⁵⁾
Common Stock	01/23/2014		J⁽⁶⁾		934	A	$0	934	I	By LLC⁽⁶⁾
Common Stock	01/27/2014		J⁽⁷⁾		44,265	D	$0	0	I	By LLC
Common Stock	01/27/2014		J⁽⁷⁾		3,749	D	$0	0	I	By LLC
Common Stock	01/27/2014		J⁽⁷⁾		934	D	$0	0	I	By LLC
Common Stock	01/27/2014		J⁽⁸⁾		8,080	A	$0	8,080	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On January 23, 2014, Venrock Associates V, L.P. ("VA5"), Venrock Partners V, L.P. ("VP5") and Venrock Entreprenerus Fund V, L.P. ("VEF5" and together with VA5 and VP5, the "Funds") distributed an aggregate of 1,804,667 shares, 152,883 shares and 42,450 shares, respectively, of the Common Stock of the issuer to their respective partners pro rata based on their respective interests in VA5, VP5 and VEF5 (the "Distribution").

2. After the Distribution, VA5 held an aggregate of 3,120,326 shares, VP5 held an aggregate of 264,624 shares and VEF5 held an aggregate of 73,283 shares.

3. Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (together, the "Venrock GP Entities") are the sole general partners of VA5, VEF5 and VP5, respectively, and have voting and investment power over the shares held by the Funds. Bryan E. Roberts is a member of each of the Venrock GP Entities and may be deemed to beneficially own all shares held by the Funds. Each of Dr. Roberts and the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.

4. In the Distribution, Venrock Management V, LLC, the sole general partner of VA5, received an aggregate of 44,265 shares of the Common Stock of the issuer. Dr. Roberts is a member of Venrock Management V, LLC and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of the shares held by Venrock Management V, LLC except to the extent of his indirect pecuniary interest therein.

5. In the Distribution, Venrock Partners Management V, LLC, the sole general partner of VP5, received an aggregate of 3,749 shares of the Common Stock of the issuer. Dr. Roberts is a member of Venrock Partners Management V, LLC and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of the shares held by Venrock Partners Management V, LLC except to the extent of his indirect pecuniary interest therein.

6. In the Distribution, VEF Management V, LLC, the sole general partner of VEF5, received an aggregate of 934 shares of the Common Stock of the issuer. Dr. Roberts is a member of VEF Management V, LLC and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of the shares held by VEF Management V, LLC except to the extent of his indirect pecuniary interest therein.

7. On January 27, 2014, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC distributed an aggregate of 44,265 shares, 3,749 shares and 934 shares, respectively, of the Common Stock of the issuer to their respective members pro rata based on their respective interests in the GP Entities (the "Venrock GP Distribution").

8. In the Venrock GP Distribution, Dr. Roberts received an aggregate of 7,293 shares of Common Stock of the issuer pursuant to his ownership interest in Venrock Management V, LLC, 617 shares of Common Stock of the issuer pursuant to his ownership interest in Venrock Partners Management V, LLC and 170 shares of Common Stock of the issuer pursuant to his ownership interest in VEF Management V, LLC.

Remarks:

	/s/ Bryan E. Roberts	01/27/2014
	** 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.