ZELTIQ Aesthetics (ZLTQ) 10-Q/A 2013 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 10-Q/A

(Amendment No. 1)

____________________________________________

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period             to             .

Commission file number: 001-35318

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ZELTIQ Aesthetics, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	27-0119051
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

4698 Willow Road, Suite 100

Pleasanton, CA 94588

(Address of principal executive offices and Zip Code)

(925) 474-2500

(Registrant’s telephone number, including area code)

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer	¨	Accelerated filer	ý
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  ý

As of April 22, 2013, there were 35,923,752 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

EXPLANATORY NOTE

On April 26, 2013, we filed our Form 10-Q for the period ended March 31, 2013 (“Original Filing”).  This Amendment No. 1 to Form 10-Q is filed solely to refile corrected Exhibits 31.1 and 31.2 (which corrected exhibits filed herewith are dated as of the date of the original exhibits) to the Form 10-Q in accordance with Item 601(b)(31) of Regulation S-K.

Except to the extent expressly set forth herein, this Amendment speaks as of the filing date of the Original Filing and has not been updated to reflect events occurring subsequent to the original filing date. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has filed the certifications required by Rule 13a-14(a) or 15d-14(a) of the Exchange Act.

ZELTIQ Aesthetics, Inc.

INDEX

	PAGE NUMBER
Signatures	4

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ZELTIQ Aesthetics, Inc.
Date:	August 7, 2013	By:	/s/ Patrick F. Williams
			Patrick F. Williams
			Senior Vice President and Chief Financial Officer
			(Duly Authorized Officer, Principal Financial and Accounting Officer)

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EXHIBIT INDEX

(To Original Filing)

Exhibit No.	Description
3.1	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of ZELTIQ Aesthetics, Inc. (incorporated by reference to Exhibit 3.2 to our registration statement on Form S-1, as amended, filed with the SEC on October 18, 2011 (Reg. No. 33 3-175514), and incorporated here by reference).
4.1	Reference is made to Exhibits 3.1 and 3.2.
4.2	Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to our registration statement on Form S-1, filed with the SEC on September 23, 2011 (Reg. No. 333-175514), and incorporated here by reference).
10.1	Cash Compensation Arrangements with Named Executive Officers (incorporated by reference to the description set forth in Item 5.02 of our Current Report on Form 8-K, filed with the SEC on March 20, 2013 (File. No. 001-35318), and incorporated here by reference).
31.1	Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*
31.2	Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*
32.1	Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.**
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

* Filed Herewith

** Filed with the Original Filing

EXHIBIT INDEX

(To Form 10-Q/A)

Exhibit No.	Description
31.1.1	Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.1.2	Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

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