SEC Form 4 · accession 0000950142-15-002472
Zeltiq Aesthetics Inc · ZLTQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew N Schiff
Director
Period of report
Nov 18, 2015
Accepted (ET)
Nov 20, 2015 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001415336
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F8,F7 | Nov 18, 2015 | S | 41,181 | $30.7804 | D | 2,556,561 | I | By Aisling Capital III, LP |
| Common StockF4,F8,F7 | Nov 18, 2015 | S | 152,827 | $31.0967 | D | 2,403,734 | I | By Aisling Capital III, LP |
| Common StockF5,F8,F7 | Nov 19, 2015 | S | 45,281 | $29.5896 | D | 2,358,453 | I | By Aisling Capital III, LP |
| Common StockF6,F8,F7 | Nov 19, 2015 | S | 4,719 | $31.3873 | D | 2,353,734 | I | By Aisling Capital III, LP |
| Common StockF1,F2 | holding | — | — | — | 6,938 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Consists of 1,152 shares of common stock, par value $0.001 per share ("Common Stock") and 5,786 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 197 have vested to date.
- F2Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.56 to $30.99, inclusive.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.77, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.46 to $29.80, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.50, inclusive.
- F7The 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.
- F8The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 (3), (4), (5) and (6) to this Form 4.