ZELTIQ Aesthetics (ZLTQ) SC 13G/A Zeltiq Aesthetics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ZELTIQ Aesthetics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

98933Q 108

(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-l(b)

¨ Rule 13d-l(c)

x Rule 13d-l(d)

CUSIP No. 98933Q 108

1	NAMES OF REPORTING PERSONS Advanced Technology Ventures VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x  (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 3,876,221 shares of common stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 3,876,221 shares of common stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,876,221 shares of common stock (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

FOOTNOTES

(1) This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2) Advanced Technology Ventures VII, L.P. directly holds 3,638,356 shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII(C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.

(3) This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report filed on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.

2

CUSIP No. 98933Q 108

1	NAMES OF REPORTING PERSONS Advanced Technology Ventures VII (B), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x  (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 3,876,221 shares of common stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 3,876,221 shares of common stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,876,221 shares of common stock (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

FOOTNOTES

(1) This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2) Advanced Technology Ventures VII, L.P. directly holds 3,638,356 shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII(C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.

(3) This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.

3

CUSIP No. 98933Q 108

1	NAMES OF REPORTING PERSONS Advanced Technology Ventures VII(C), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x  (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 3,876,221 shares of common stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 3,876,221 shares of common stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,876,221 shares of common stock (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

FOOTNOTES

(1) This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2) Advanced Technology Ventures VII, L.P. directly holds 3,638,356shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII(C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.

(3) This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.

4

CUSIP No. 98933Q 108

1	NAMES OF REPORTING PERSONS ATV Entrepreneurs VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x  (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 3,876,221 shares of common stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 3,876,221 shares of common stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,876,221 shares of common stock (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

FOOTNOTES

(1) This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2) Advanced Technology Ventures VII, L.P. directly holds 3,638,356 shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII (C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.

(3) This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.

5

CUSIP No. 98933Q 108

1	NAMES OF REPORTING PERSONS ATV Associates VII, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x  (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 3,876,221 shares of common stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 3,876,221 shares of common stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,876,221 shares of common stock (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

FOOTNOTES

(1) This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

(2) Advanced Technology Ventures VII, L.P. directly holds 3,638,356 shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII (C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.

(3) This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.

6

Item 1.	(a)	Name of Issuer:
			ZELTIQ Aesthetics, Inc.
	(b)	Address of Issuer’s Principal Executive Offices:
			4698 Willow Road, Suite 100, Pleasanton, California 94588

Item 2.	(a)	Name of Person Filing:
			This Schedule 13G is being filed jointly by Advanced Technology Ventures VII, L.P., Advanced Technology
			Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., ATV Entrepreneurs VII, L.P., and ATV
			Associates VII, L.L.C. (collectively, the “ATV Entities”)
	(b)	Address of Principal Business Office or, if none, Residence:
			The address of the principal business office of each of the ATV Entities is:
			500 Boylston Street, Suite 1380, Boston, Massachusetts 02116
	(c)	Citizenship:
			Each of the ATV Entities is a Delaware limited partnership or limited liability company
	(d)	Title of Class of Securities:
			Common Stock, $0.001 par value
	(e)	CUSIP:
			98933Q 108

Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable 

7

Item 4. Ownership

Set forth below is the aggregate number of ordinary shares held by each of the following ATV Entities, together with the percentage of the outstanding common stock held, based on shares of common stock outstanding:

ATV Entity	Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (2)
Advanced Technology Ventures VII, L.P.		3,638,356		0		3,876,221		0		3,876,221		3,876,221		10.6	%
Advanced Technology Ventures VII (B), L.P.		146,004		0		3,876,221		0		3,876,221		3,876,221		10.6	%
Advanced Technology Ventures VII(C), L.P.		70,179		0		3,876,221		0		3,876,221		3,876,221		10.6	%
ATV Entrepreneurs VII, L.P.		21,682		0		3,876,221		0		3,876,221		3,876,221		10.6	%
ATV Associates VII, L.L.C. (1)		0		0		3,876,221		0		3,876,221		3,876,221		10.6	%

(1) ATV Associates VII, L.L.C. owns no securities of the Issuer directly. ATV Associates VII, L.L.C is the general partner of Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., and ATV Entrepreneurs VII, L.P.

(2) This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

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.

8

SIGNATURE

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.

February 13, 2014

Advanced Technology Ventures VII, L.P.
By: ATV Associates VII, L.L.C., its General Partner
By:	/s/ Jean George
	Authorized Signatory
Advanced Technology Ventures VII (B), L.P.
By: ATV Associates VII, L.L.C., its General Partner
By:	/s/ Jean George
	Authorized Signatory
Advanced Technology Ventures VII(C), L.P.
By: ATV Associates VI, L.L.C., its General Partner
By:	/s/ Jean George
	Authorized Signatory
ATV Entrepreneurs VII, L.P.
By: ATV Associates VII, L.L.C., its General Partner
By:	/s/ Jean George
	Authorized Signatory
ATV Associates VII, L.L.C.
By:	/s/ Jean George
	Authorized Signatory

9

Index Exhibit

SCHEDULE 13G/A

Exhibit Number	Exhibit Description
1	Joint Filing Agreement (Incorporated by reference from Exhibit 1 to Schedule 13G filed on February 14, 2013.)