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