SEC Form 4 · accession 0000950142-15-002572

Zeltiq Aesthetics Inc · ZLTQ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Andrew N Schiff

Director

Period of report

Dec 7, 2015

Accepted (ET)

Dec 9, 2015 · 4:16 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 Stock	Dec 7, 2015	X	5,400	$0.00	A	12,338	D
Common Stock	Dec 7, 2015	X	2,082	$0.00	A	14,420	D
Common Stock^F2	Dec 7, 2015	S	7,482	$30.0119	D	6,938	D
Common Stock	Dec 8, 2015	X	24,600	$0.00	A	31,538	D
Common Stock	Dec 8, 2015	X	700	$0.00	A	32,238	D
Common Stock^F3,F4	Dec 8, 2015	S	25,300	$30.1677	D	6,938	D
Common Stock^F5	holding	—	—		—	2,097,742	I	By Aisling Capital III, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (Right to Buy)^F7,F6	$17.48	Dec 7, 2015	X	5,400	D	May 30, 2014	May 29, 2024	Common Stock	5,400	24,600	D
Stock Options (Right to Buy)^F7,F6,F8	$5.06	Dec 7, 2015	X	2,082	D	Jun 14, 2013	Jun 14, 2022	Common Stock	2,082	700	D
Stock Options (Right to Buy)^F7,F6	$17.48	Dec 8, 2015	X	24,600	D	May 30, 2014	May 29, 2024	Common Stock	24,600	0	D
Stock Options (Right to Buy)^F7,F6,F8	$5.06	Dec 8, 2015	X	700	D	Jun 14, 2013	Jun 14, 2022	Common Stock	700	1,589	D

Explanation of responses

F1These shares were sold by our broker pursuant to instructions given to our broker by the reporting person on November 2, 2015, pursuant to a Rule 10b5-1 trading plan.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.07, inclusive.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.39, inclusive. The reporting person undertakes to provide to Zeltiq Aesthetics, Inc., any security holder of Zeltiq Aesthetics, Inc., 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 (2) and (3) to this Form 4.
F4Consists of 3,495 shares of common stock, par value $0.001 per share ("Common Stock") and 3,443 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 262 have vested to date. Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.
F5The 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.
F6These stock options are held by Mr. Schiff for the benefit of Aisling Capital LLC. Mr. Schiff disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
F7Issued pursuant to the 2011 Equity Incentive Plan of the Issuer.
F8As of the date of this report, 8,145 shares subject to the option have vested and the remainder will vest in 7 ratable monthly installments hereafter, subject to the Reporting Person's continued service with the Issuer.
F9These stock options were exercised by our broker, pursuant to instructions given to our broker by the reporting person on November 2, 2015, pursuant to a Rule 10b5-1 trading plan.