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