October 13, 2011
VIA EDGAR
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, N.E.,
Mail Stop 4561
Washington, D.C. 20549
Attention: Ms. Amanda Ravitz, Assistant Director
Ms. Tara Harkins, Accounting Branch Chief
Mr. Kevin Vaughn, Accounting Branch Chief
Mr. Jay Mumford, Special Counsel
Mr. Daniel Morris, Special Counsel
| Re: | Acceleration Request of ZELTIQ Aesthetics, Inc. |
Registration Statement on Form S-1 (File No. 333-175514)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, ZELTIQ Aesthetics, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement, to 4:00 p.m., Eastern Time, on Tuesday, October 18, 2011, or as soon thereafter as practicable. The Company also hereby requests a copy of the written order verifying the effective date.
The Registrant hereby acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your assistance. If you should have any questions, please contact Jeffrey Thacker of DLA Piper LLP (US), counsel to the Registrant, at (858) 638-6728 or by facsimile at (858) 638-5128.
Very truly yours,
Zeltiq Aesthetics, Inc.
/s/ John F. Howe
John F. Howe
Chief Financial Officer and Senior Vice President
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Goldman, Sachs & Co.
200 West Street
New York, NY 10282
October 13, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | ZELTIQ Aesthetics, Inc. |
| Registration Statement on Form S-1 |
| Registration File No. 333-175514 |
Dear Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of ZELTIQ Aesthetics, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. Eastern Daylight Time on October 18, 2011, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we, as representatives of the several Underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 7, 2011:
| (i) | Dates of distribution: October 7, 2011 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 4 |
| (iii) | Number of prospectuses furnished to investors: approximately 5,099 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 236 |
We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
Very truly yours,
J.P. MORGAN SECURITIES LLC
GOLDMAN, SACHS & CO.
Acting severally on behalf of themselves and the several Underwriters
| J.P. Morgan Securities LLC | ||
| By: | /s/ K. Habayeb | |
| Name: | Khaled Habayeb | |
| Title: | Vice President | |
| Goldman, Sachs & Co. | ||
| By: | /s/ Goldman, Sachs & Co. | |
| (Goldman, Sachs & Co.) | ||
[Signature Page to the Acceleration Request]
