SEC Form 4 · accession 0001209191-17-028628

Zeltiq Aesthetics Inc · ZLTQ

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

Reporting owner

Officer — President, International

Period of report

Apr 28, 2017

Accepted (ET)

Apr 28, 2017 · 1:56 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	Apr 28, 2017	D	99,971	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F2	$40.89	Apr 28, 2017	D	16,674	D	—	Jan 17, 2027	Common Stock	16,674	0	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 (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 99,971 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.