ZELTIQ Aesthetics (ZLTQ) Form 4 Zeltiq Aesthetics / ANDREW N SCHIFF ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHIFF ANDREW N

(Last) (First) (Middle)

888 SEVENTH AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zeltiq Aesthetics Inc [ ZLTQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/07/2015		X		5,400	A	$0	12,338	D
Common Stock	12/07/2015		X		2,082	A	$0	14,420	D
Common Stock	12/07/2015		S(1)		7,482	D	$30.0119(2)	6,938	D
Common Stock	12/08/2015		X		24,600	A	$0	31,538	D
Common Stock	12/08/2015		X		700	A	$0	32,238	D
Common Stock	12/08/2015		S(1)		25,300	D	$30.1677(3)	6,938	D(4)
Common Stock								2,097,742	I	By Aisling Capital III, L.P.(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)(7)	$17.48	12/07/2015		X(9)			5,400	05/30/2014	05/29/2024	Common Stock	5,400	$0	24,600	D(6)
Stock Options (Right to Buy)(7)	$5.06	12/07/2015		X(9)			2,082	06/14/2013(8)	06/14/2022	Common Stock	2,082	$0	700	D(6)
Stock Options (Right to Buy)(7)	$17.48	12/08/2015		X(9)			24,600	05/30/2014	05/29/2024	Common Stock	24,600	$0	0	D(6)
Stock Options (Right to Buy)(7)	$5.06	12/08/2015		X(9)			700	06/14/2013(8)	06/14/2022	Common Stock	700	$0	1,589	D(6)

Explanation of Responses:

1. These shares were sold by our broker pursuant to instructions given to our broker by the reporting person on November 2, 2015, pursuant to a Rule 10b5-1 trading plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.07, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.39, inclusive. The reporting person undertakes to provide to Zeltiq Aesthetics, Inc., any security holder of Zeltiq Aesthetics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.

4. Consists of 3,495 shares of common stock, par value $0.001 per share ("Common Stock") and 3,443 restricted stock units, issued pursuant to the 2011 Equity Incentive Plan of the Issuer. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units vest in 12 ratable monthly installments from the date of grant, subject to Mr. Schiff's continued service with the Issuer. As previously reported, on June 17, 2015, Mr. Schiff was granted 4,996 such restricted stock units, of which 2,081 have vested to date. Also as previously reported, on July 22, 2015, Mr. Schiff was granted an additional 790 such restricted stock units, of which 262 have vested to date. Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.

5. The shares are directly held by Aisling Capital III, LP ("Aisling") and are 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.

6. These stock options are held by Mr. Schiff for the benefit of Aisling Capital LLC. Mr. Schiff disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

7. Issued pursuant to the 2011 Equity Incentive Plan of the Issuer.

8. As of the date of this report, 8,145 shares subject to the option have vested and the remainder will vest in 7 ratable monthly installments hereafter, subject to the Reporting Person's continued service with the Issuer.

9. These stock options were exercised by our broker, pursuant to instructions given to our broker by the reporting person on November 2, 2015, pursuant to a Rule 10b5-1 trading plan.

	/s/ Andrew Schiff	12/09/2015
	** Signature of Reporting Person	Date
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