SEC Form 4 · accession 0001209191-17-028608
Zeltiq Aesthetics Inc · ZLTQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
D Keith Grossman
Director
Period of report
Apr 28, 2017
Accepted (ET)
Apr 28, 2017 · 1:36 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 | Apr 28, 2017 | J | 14,137 | — | 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)F3 | $9.49 | Apr 28, 2017 | J | 18,987 | D | — | Oct 23, 2023 | Common Stock | 18,987 | 0 | D |
| Stock Option (Right to Buy)F3 | $17.48 | Apr 28, 2017 | J | 30,000 | D | — | May 29, 2024 | Common Stock | 30,000 | 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 14,137 shares held by the Reporting Person, (i) 11,669 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) 2,468 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.
- F3This 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.