0001209191-17-028618.txt : 20170428 0001209191-17-028618.hdr.sgml : 20170428 20170428134751 ACCESSION NUMBER: 0001209191-17-028618 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170428 FILED AS OF DATE: 20170428 DATE AS OF CHANGE: 20170428 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: Hauser Bradley CENTRAL INDEX KEY: 0001662139 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35318 FILM NUMBER: 17793947 MAIL ADDRESS: STREET 1: C/O ZELTIQ AESTHETICS, INC. STREET 2: 4698 WILLOW ROAD, SUITE 100 CITY: PLEASANTON STATE: CA ZIP: 94588 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-04-28 1 0001415336 Zeltiq Aesthetics Inc ZLTQ 0001662139 Hauser Bradley C/O ZELTIQ AESTHETICS, INC. 4410 ROSEWOOD DRIVE PLEASANTON CA 94588 0 1 0 0 SVP, Research and Development Common Stock 2017-04-28 4 J 0 46016 D 0 D Stock Option (right to buy) 40.89 2017-04-28 4 J 0 17229 0.00 D 2027-01-17 Common Stock 17229 0 D Stock Option (right to buy) 23.03 2017-04-28 4 J 0 26702 0.00 D 2026-02-27 Common Stock 26702 0 D Stock Option (right to buy) 17.03 2017-04-28 4 J 0 35000 0.00 D 2023-12-18 Common Stock 35000 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 46,016 shares held by the Reporting Person, (i) 5,164 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) 40,852 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. This unvested option was converted in the Merger into a corresponding option to purchase ordinary shares of Allergan, on the same terms and conditions as were applicable under such option, as adjusted based on an exchange ratio. Out of the total of 26,702 shares underlying this option, (a) 18,914 shares, representing the unvested portion of this option, were converted in the Merger into a corresponding option to purchase ordinary shares of Allergan, on the same terms and conditions as were applicable under such option, as adjusted based on an exchange ratio, and (b) 7,788 shares, representing the vested portion of this option, were 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. Out of the total of 35,000 shares underlying this option, (a) 6,667 shares, representing the unvested portion of this option, were converted in the Merger into a corresponding option to purchase ordinary shares of Allergan, on the same terms and conditions as were applicable under such option, as adjusted based on an exchange ratio, and (b) 28,333 shares, representing the vested portion of this option, were 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/ Sergio Garcia, Attorney-in-Fact 2017-04-28