SEC Form 4 · accession 0001209191-17-028626

Zeltiq Aesthetics Inc · ZLTQ

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

Reporting owner

Director

Period of report

Apr 28, 2017

Accepted (ET)

Apr 28, 2017 · 1:55 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	11,985	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (Right to Buy)^F3	$5.06	Apr 28, 2017	J	1,391	D	—	Jun 14, 2022	Common Stock	1,391	D
Stock Options (Right to Buy)^F3	$10.21	Apr 28, 2017	J	40,871	D	—	Jul 28, 2021	Common Stock	40,871	D
Stock Options (Right to Buy)^F3	$6.34	Apr 28, 2017	J	10,645	D	—	Jun 18, 2023	Common Stock	10,645	D
Stock Options (Right to Buy)^F3	$17.48	Apr 28, 2017	J	30,000	D	—	May 29, 2024	Common Stock	30,000	D

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 11,985 shares held by the Reporting Person, (i) 10,952 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) 1,033 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.