13G
CUSIP No. 98933Q108
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2
(Amendment No. 1)*
ZELTIQ Aesthetics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98933Q108
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 5 Pages
13G
CUSIP No. 98933Q108
| Item 1(a). | Name of Issuer: ZELTIQ Aesthetics, Inc. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
4698 Willow Road, Suite 100
Laguna Hills, California 92653
| Item 2(a). | Name of Persons Filing: |
Frazier Healthcare V, L.P. (“FH V”), FHM V, L.P. (“FHM L.P.”) and FHM V, L.L.C. (“FHM L.L.C.”), and collectively, the “Reporting Persons”. FHM L.P. is the sole general partner of FH V. FHM L.L.C. is the sole general partner of FHM L.P.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: The address of each of the Reporting Persons is: |
c/o Frazier Healthcare Ventures
601 Union Street, Suite 3200
Seattle, WA 98101
| Item 2(c). | Citizenship: FH V and FHM L.P. are limited partnerships organized under the laws of the State of Delaware. FHM L.L.C. is a limited liability company organized under the laws of the State of Delaware. |
| Item 2(d). | Title of Class of Securities: Common Stock, $0.001 par value per share (the “Common Stock”). |
| Item 2(e). | CUSIP Number: 98933Q108 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4. | Ownership. |
Not applicable.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Page 2 of 5 Pages
13G
CUSIP No. 98933Q108
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| Item 10. | Certification. |
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
Page 3 of 5 Pages
13G
CUSIP No. 98933Q108
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated March 7, 2016 | Frazier Healthcare V, L.P. | |||||||
| By FHM V, L.P., its General Partner | ||||||||
| By FHM V, L.L.C., its General Partner | ||||||||
| By: | /s/ Steve R. Bailey | |||||||
| Steve R. Bailey, Chief Financial Officer | ||||||||
| Dated March 7, 2016 | FHM V, L.P. | |||||||
| By: FHM V, L.L.C., its General Partner | ||||||||
| By: | /s/ Steve R. Bailey | |||||||
| Steve R. Bailey, Chief Financial Officer | ||||||||
| Dated March 7, 2016 | FHM V, L.L.C. | |||||||
| By: | /s/ Steve R. Bailey | |||||||
| Steve R. Bailey, Chief Financial Officer | ||||||||
Page 4 of 5 Pages
13G
CUSIP No. 98933Q108
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of ZELTIQ Aesthetics, Inc.
| Dated March 7, 2016 | Frazier Healthcare V, L.P. | |||||||
| By FHM V, L.P., its General Partner | ||||||||
| By FHM V, L.L.C., its General Partner | ||||||||
| By: | /s/ Steve R. Bailey | |||||||
| Steve R. Bailey, Chief Financial Officer | ||||||||
| Dated March 7, 2016 | FHM V, L.P. | |||||||
| By: FHM V, L.L.C., its General Partner | ||||||||
| By: | /s/ Steve R. Bailey | |||||||
| Steve R. Bailey, Chief Financial Officer | ||||||||
| Dated March 7, 2016 | FHM V, L.L.C. | |||||||
| By: | /s/ Steve R. Bailey | |||||||
| Steve R. Bailey, Chief Financial Officer | ||||||||
Page 5 of 5 Pages