SEC Form 4 · accession 0001209191-17-028606
Zeltiq Aesthetics Inc · ZLTQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Foley
Officer — President and CEO · Director
Period of report
Apr 28, 2017
Accepted (ET)
Apr 28, 2017 · 1:28 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 | Apr 28, 2017 | D | 173,787 | — | D | 0 | D |
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)F2 | $5.04 | Apr 28, 2017 | D | 572,435 | D | — | Aug 23, 2022 | Common Stock | 572,435 | 0 | D |
| Stock Option (Right to Buy)F2 | $5.04 | Apr 28, 2017 | D | 758,667 | D | — | Aug 23, 2022 | Common Stock | 758,667 | 0 | D |
| Stock Option (Right to Buy)F2 | $5.06 | Apr 28, 2017 | D | 9,536 | D | — | Jun 14, 2022 | Common Stock | 9,536 | 0 | D |
| Stock Option (Right to Buy)F2 | $6.38 | Apr 28, 2017 | D | 121,236 | D | — | Apr 27, 2022 | Common Stock | 121,236 | 0 | D |
| Stock Option (Right to Buy)F2 | $21.00 | Apr 28, 2017 | D | 20,000 | D | — | Feb 24, 2024 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $34.65 | Apr 28, 2017 | D | 26,277 | D | — | Feb 18, 2025 | Common Stock | 26,277 | 0 | D |
| Stock Option (Right to Buy)F2 | $23.03 | Apr 28, 2017 | D | 124,610 | D | — | Feb 27, 2026 | Common Stock | 124,610 | 0 | D |
| Stock Option (Right to Buy)F2 | $40.89 | Apr 28, 2017 | D | 72,254 | D | — | Jan 17, 2027 | Common Stock | 72,254 | 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 (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.
- F2In 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.