0000950142-17-000905.txt : 20170501
0000950142-17-000905.hdr.sgml : 20170501
20170501133421
ACCESSION NUMBER: 0000950142-17-000905
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170428
FILED AS OF DATE: 20170501
DATE AS OF CHANGE: 20170501
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: 4410 ROSEWOOD DRIVE
CITY: Pleasanton
STATE: CA
ZIP: 94588
BUSINESS PHONE: (925) 474-2500
MAIL ADDRESS:
STREET 1: 4410 ROSEWOOD DRIVE
CITY: Pleasanton
STATE: CA
ZIP: 94588
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: 17799749
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
es1700558_4-zeltiq.xml
OWNERSHIP DOCUMENT
X0306
4
2017-04-28
1
0001415336
Zeltiq Aesthetics Inc
ZLTQ
0001172252
SCHIFF ANDREW N
888 SEVENTH AVENUE
12TH FLOOR
NEW YORK
NY
10106
1
0
1
0
Common Stock
2017-04-28
4
D
0
13137
D
0
D
Common Stock
2017-04-28
4
D
0
1597742
D
0
I
By Aisling Capital III, L.P.
Stock Option (Right to Buy)
5.06
2017-04-28
4
D
0
1589
0
D
2022-06-14
Common Stock
1589
0
D
Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 13, 2017, by and among Allergan Holdco US, Inc., a wholly
owned subsidiary of Allergan plc ("Allergan"), Blizzard Merger Sub, Inc. ("Merger Sub"), and the Issuer (the "Merger Agreement"), as approved
by the board of directors of the Issuer, whereby Merger Sub merged with and into the Issuer, with the Issuer continuing on as the surviving
corporation (the "Merger").
Pursuant to the terms of the Merger Agreement, out of the total of 13,137 shares held by the Reporting Person, (i) 11,587 shares were canceled
and converted into the right to receive $56.50 per share in cash, without interest and subject to any applicable withholding of taxes (the "Merger
Consideration"), and (ii) 1,550 shares, representing unvested restricted stock units, were converted into a corresponding award of restricted
stock units with respect to ordinary shares of Allergan, on the same terms and conditions as were applicable under such restricted stock units, as
adjusted based on an exchange ratio.
Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.
Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive the Merger Consideration.
Represents shares of Common Stock directly held by Aisling Capital III, LP ("Aisling") and 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.
This vested option was canceled and converted in the Merger into the right to receive cash equal to the number of shares subject to such option
multiplied by the excess, if any, of the Merger Consideration over the exercise price of such option.
/s/ Andrew Schiff
2017-05-01