SEC Form 4 · accession 0001209191-17-028622
Zeltiq Aesthetics Inc · ZLTQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl Lamm
Officer — SVP of Operations
Period of report
Apr 28, 2017
Accepted (ET)
Apr 28, 2017 · 1:49 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 | 23,365 | — | 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 | $4.30 | Apr 28, 2017 | J | 1,250 | D | — | Nov 15, 2022 | Common Stock | 1,250 | 0 | D |
| Stock Option (right to buy)F4 | $20.88 | Apr 28, 2017 | J | 1,771 | D | — | Feb 21, 2024 | Common Stock | 1,771 | 0 | D |
| Stock Option (right to buy)F5 | $34.65 | Apr 28, 2017 | J | 2,036 | D | — | Feb 18, 2025 | Common Stock | 2,036 | 0 | D |
| Stock Option (right to buy)F6 | $23.03 | Apr 28, 2017 | J | 17,801 | D | — | Feb 27, 2026 | Common Stock | 17,801 | 0 | D |
| Stock Option (right to buy)F7 | $40.89 | Apr 28, 2017 | J | 12,449 | D | — | Jan 17, 2027 | Common Stock | 12,449 | 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 23,365 shares held by the Reporting Person, (i) 5,297 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) 18,068 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.
- F4Out of the total of 1,771 shares underlying this option, (a) 1,042 shares, representing the unvested portion of this option, were 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, and (b) 729 shares, representing the vested portion of this option, were 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.
- F5Out of the total of 2,036 shares underlying this option, (a) 933 shares, representing the unvested portion of this option, were 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, and (b) 1,103 shares, representing the vested portion of this option, were 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.
- F6Out of the total of 17,801 shares underlying this option, (a) 12,609 shares, representing the unvested portion of this option, were 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, and (b) 5,192 shares, representing the vested portion of this option, were 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.
- F7This 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.