Statement of Changes in Beneficial Ownership (4)
01 Mayo 2017 - 12:35PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SCHIFF ANDREW N
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2. Issuer Name
and
Ticker or Trading Symbol
Zeltiq Aesthetics Inc
[
ZLTQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
888 SEVENTH AVENUE, 12TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/28/2017
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(Street)
NEW YORK, NY 10106
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/28/2017
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D
(1)
(2)
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13137
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D
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(1)
(2)
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0
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D
(3)
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Common Stock
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4/28/2017
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D
(1)
(4)
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1597742
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D
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(1)
(4)
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0
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I
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By Aisling Capital III, L.P.
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$5.06
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4/28/2017
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D
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1589
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(6)
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6/14/2022
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Common Stock
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1589
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$0
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0
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D
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Explanation of Responses:
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(1)
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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").
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(2)
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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.
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(3)
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Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.
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(4)
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Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive the Merger Consideration.
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(5)
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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.
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(6)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SCHIFF ANDREW N
888 SEVENTH AVENUE
12TH FLOOR
NEW YORK, NY 10106
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X
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X
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Signatures
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/s/ Andrew Schiff
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5/1/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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