SEC Form 4 · accession 0001209191-17-028620

Zeltiq Aesthetics Inc · ZLTQ

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

Reporting owner

Brent Hauser

Officer — President, North America

Period of report

Apr 28, 2017

Accepted (ET)

Apr 28, 2017 · 1:48 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 Stock^F1,F2	Apr 28, 2017	J	26,411	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$5.97	Apr 28, 2017	J	937	D	—	Jun 23, 2023	Common Stock	937	D
Stock Option (right to buy)^F4	$42.71	Apr 28, 2017	J	17,149	D	—	Jan 8, 2027	Common Stock	17,149	D
Stock Option (right to buy)^F3	$4.00	Apr 28, 2017	J	1,250	D	—	Mar 13, 2023	Common Stock	1,250	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 26,411 shares held by the Reporting Person, (i) 5,799 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) 20,612 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 fully 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.
F4This unvested option was converted in the Merger into a corresponding option to purchase ordinary shares of Allergan, on the same terms and conditions as were applicable under such option, as adjusted based on an exchange ratio.