Foley Mark J Form 4 Zeltiq Aesthetics / Mark J Foley 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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X

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^*

Foley Mark J

(Last) (First) (Middle)

4410 ROSEWOOD DRIVE

SUITE 100

(Street)

PLEASANTON CA 94588

(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
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2017

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	04/28/2017		D(1)		173,787	D	(1)	0	D

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 Option (Right to Buy)	$5.04	04/28/2017		D			572,435	(2)	08/23/2022	Common Stock	572,435	$0.00	0	D
Stock Option (Right to Buy)	$5.04	04/28/2017		D			758,667	(2)	08/23/2022	Common Stock	758,667	$0.00	0	D
Stock Option (Right to Buy)	$5.06	04/28/2017		D			9,536	(2)	06/14/2022	Common Stock	9,536	$0.00	0	D
Stock Option (Right to Buy)	$6.38	04/28/2017		D			121,236	(2)	04/27/2022	Common Stock	121,236	$0.00	0	D
Stock Option (Right to Buy)	$21	04/28/2017		D			20,000	(2)	02/24/2024	Common Stock	20,000	$0.00	0	D
Stock Option (Right to Buy)	$34.65	04/28/2017		D			26,277	(2)	02/18/2025	Common Stock	26,277	$0.00	0	D
Stock Option (Right to Buy)	$23.03	04/28/2017		D			124,610	(2)	02/27/2026	Common Stock	124,610	$0.00	0	D
Stock Option (Right to Buy)	$40.89	04/28/2017		D			72,254	(2)	01/17/2027	Common Stock	72,254	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 13, 2017, by and among Allergan Holdco US, Inc. a wholly owned subsidiary of Allergan plc ("Allergan"), Blizzard Merger Sub, Inc. ("Merger Sub"), and the Issuer (the "Merger Agreement"), as approved by the board of directors of the Issuer (the "Board"), whereby Merger Sub merged with and into the Issuer, with the Issuer continuing on as the surviving corporation (the "Merger"). In connection with the Merger, the Board accelerated and vested in full all equity awards held by the Reporting Person as of immediately prior to the closing of the Merger. Pursuant to the terms of the Merger Agreement, all 173,787 shares were canceled and converted into the right to receive $56.50 per share in cash, without interest and subject to any applicable withholding of taxes.

2. In connection with the Merger, the Board accelerated and vested in full all equity awards held by the Reporting Person as of immediately prior to the closing of the Merger. Pursuant to the terms of the Merger Agreement, all shares subject to this option were canceled and converted into the right to receive $56.50 per share in cash, without interest and subject to any applicable withholding of taxes.

Remarks:

	/s/ Sergio Garcia, Attorney-in-Fact	04/28/2017
	** Signature of Reporting Person	Date
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