SEC Form 4 · accession 0000950142-17-000905
Zeltiq Aesthetics Inc · ZLTQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew N Schiff
Director · 10% Owner
Period of report
Apr 28, 2017
Accepted (ET)
May 1, 2017 · 1:34 pm EDT
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 StockF1,F2,F3 | Apr 28, 2017 | D | 13,137 | — | D | 0 | D | |
| Common StockF1,F4,F5 | Apr 28, 2017 | D | 1,597,742 | — | D | 0 | 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 Option (Right to Buy)F6 | $5.06 | Apr 28, 2017 | D | 1,589 | D | — | Jun 14, 2022 | Common Stock | 1,589 | 0 | D |
Explanation of responses
- F1Disposed 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, whereby Merger Sub merged with and into the Issuer, with the Issuer continuing on as the surviving corporation (the "Merger").
- F2Pursuant to the terms of the Merger Agreement, out of the total of 13,137 shares held by the Reporting Person, (i) 11,587 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 (the "Merger Consideration"), and (ii) 1,550 shares, representing unvested restricted stock units, were converted into a corresponding award of restricted stock units with respect to ordinary shares of Allergan, on the same terms and conditions as were applicable under such restricted stock units, as adjusted based on an exchange ratio.
- F3Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.
- F4Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive the Merger Consideration.
- F5Represents shares of Common Stock directly held by Aisling Capital III, LP ("Aisling") and 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.
- F6This vested option was canceled and converted in the Merger into the right to receive cash equal to the number of shares subject to such option multiplied by the excess, if any, of the Merger Consideration over the exercise price of such option.