0000950142-15-002572.txt : 20151209 0000950142-15-002572.hdr.sgml : 20151209 20151209161651 ACCESSION NUMBER: 0000950142-15-002572 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151207 FILED AS OF DATE: 20151209 DATE AS OF CHANGE: 20151209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zeltiq Aesthetics Inc CENTRAL INDEX KEY: 0001415336 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 270119051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4698 Willow Road STREET 2: Suite 100 CITY: Pleasanton STATE: CA ZIP: 94588-2710 BUSINESS PHONE: (925) 474-2500 MAIL ADDRESS: STREET 1: 4698 Willow Road STREET 2: Suite 100 CITY: Pleasanton STATE: CA ZIP: 94588-2710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHIFF ANDREW N CENTRAL INDEX KEY: 0001172252 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35318 FILM NUMBER: 151278544 MAIL ADDRESS: STREET 1: PLANET ZANETT INC STREET 2: 135 E 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: SCHIFF DR DREW DATE OF NAME CHANGE: 20020426 4 1 es1501422_4-schiff.xml OWNERSHIP DOCUMENT X0306 4 2015-12-07 0 0001415336 Zeltiq Aesthetics Inc ZLTQ 0001172252 SCHIFF ANDREW N 888 SEVENTH AVENUE 12TH FLOOR NEW YORK NY 10106 1 0 0 0 Common Stock 2015-12-07 4 X 0 5400 0 A 12338 D Common Stock 2015-12-07 4 X 0 2082 0 A 14420 D Common Stock 2015-12-07 4 S 0 7482 30.0119 D 6938 D Common Stock 2015-12-08 4 X 0 24600 0 A 31538 D Common Stock 2015-12-08 4 X 0 700 0 A 32238 D Common Stock 2015-12-08 4 S 0 25300 30.1677 D 6938 D Common Stock 2097742 I By Aisling Capital III, L.P. Stock Options (Right to Buy) 17.48 2015-12-07 4 X 0 5400 0 D 2014-05-30 2024-05-29 Common Stock 5400 24600 D Stock Options (Right to Buy) 5.06 2015-12-07 4 X 0 2082 0 D 2013-06-14 2022-06-14 Common Stock 2082 700 D Stock Options (Right to Buy) 17.48 2015-12-08 4 X 0 24600 0 D 2014-05-30 2024-05-29 Common Stock 24600 0 D Stock Options (Right to Buy) 5.06 2015-12-08 4 X 0 700 0 D 2013-06-14 2022-06-14 Common Stock 700 1589 D These shares were sold by our broker pursuant to instructions given to our broker by the reporting person on November 2, 2015, pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.07, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.39, inclusive. The reporting person undertakes to provide to Zeltiq Aesthetics, Inc., any security holder of Zeltiq Aesthetics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4. Consists of 3,495 shares of common stock, par value $0.001 per share ("Common Stock") and 3,443 restricted stock units, issued pursuant to the 2011 Equity Incentive Plan of the Issuer. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units vest in 12 ratable monthly installments from the date of grant, subject to Mr. Schiff's continued service with the Issuer. As previously reported, on June 17, 2015, Mr. Schiff was granted 4,996 such restricted stock units, of which 2,081 have vested to date. Also as previously reported, on July 22, 2015, Mr. Schiff was granted an additional 790 such restricted stock units, of which 262 have vested to date. Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children. The shares are directly held by Aisling Capital III, LP ("Aisling") and are indirectly held by Aisling Capital Partners III, LP ("Aisling GP"), as general partner of Aisling, Aisling Capital Partners III, LLC ("Aisling Partners"), as general partner of Aisling GP, and each of the individual managing members of Aisling Partners. The individual managing members (collectively, the "Managers") of Aisling Partners are Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Aisling GP, Aisling Partners, and the Managers share voting and dispositive power over the shares directly held by Aisling. Dr. Andrew Schiff is a member of the Board of Directors of Zeltiq Aesthetics, Inc. These stock options are held by Mr. Schiff for the benefit of Aisling Capital LLC. Mr. Schiff disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. Issued pursuant to the 2011 Equity Incentive Plan of the Issuer. As of the date of this report, 8,145 shares subject to the option have vested and the remainder will vest in 7 ratable monthly installments hereafter, subject to the Reporting Person's continued service with the Issuer. These stock options were exercised by our broker, pursuant to instructions given to our broker by the reporting person on November 2, 2015, pursuant to a Rule 10b5-1 trading plan. /s/ Andrew Schiff 2015-12-09