SEC Form 4 · accession 0001239242-15-000010
Zeltiq Aesthetics Inc · ZLTQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan E Roberts
Director
Period of report
Nov 2, 2015
Accepted (ET)
Nov 4, 2015 · 6:28 pm EST
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 StockF2,F3 | Nov 2, 2015 | J | 1,729,117 | $0.00 | D | 1,729,116 | I | By Funds |
| Common StockF4 | Nov 2, 2015 | J | 38,614 | $0.00 | A | 38,614 | I | By LLC |
| Common StockF5 | Nov 2, 2015 | J | 3,280 | $0.00 | A | 3,280 | I | By LLC |
| Common StockF6 | Nov 2, 2015 | J | 815 | $0.00 | A | 815 | I | By LLC |
| Common Stock | Nov 4, 2015 | J | 38,614 | $0.00 | D | 0 | I | By LLC |
| Common Stock | Nov 4, 2015 | J | 3,280 | $0.00 | D | 0 | I | By LLC |
| Common Stock | Nov 4, 2015 | J | 815 | $0.00 | D | 0 | I | By LLC |
| Common Stock | Nov 4, 2015 | J | 7,338 | $0.00 | A | 7,418 | D | |
| Common StockF9 | holding | — | — | — | 5,786 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 2, 2015, Venrock Associates V, L.P. ("VA5"), Venrock Partners V, L.P. ("VP5") and Venrock Entreprenerus Fund V, L.P. ("VEF5" and together with VA5 and VP5, the "Funds") distributed an aggregate of 1,560,163 shares, 132,312 shares and 36,642 shares, respectively, of the Common Stock of the issuer to their respective partners pro rata based on their respective interests in VA5, VP5 and VEF5 (the "Distribution").
- F2After the Distribution, VA5 held an aggregate of 1,560,163 shares, VP5 held an aggregate of 132,312 shares and VEF5 held an aggregate of 36,641 shares.
- F3Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (together, the "Venrock GP Entities") are the sole general partners of VA5, VEF5 and VP5, respectively, and have voting and investment power over the shares held by the Funds. Bryan E. Roberts is a member of each of the Venrock GP Entities and may be deemed to beneficially own all shares held by the Funds. Each of Dr. Roberts and the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.
- F4In the Distribution, Venrock Management V, LLC, the sole general partner of VA5, received an aggregate of 38,614 shares of the Common Stock of the issuer. Dr. Roberts is a member of Venrock Management V, LLC and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of the shares held by Venrock Management V, LLC except to the extent of his indirect pecuniary interest therein.
- F5In the Distribution, Venrock Partners Management V, LLC, the sole general partner of VP5, received an aggregate of 3,280 shares of the Common Stock of the issuer. Dr. Roberts is a member of Venrock Partners Management V, LLC and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of the shares held by Venrock Partners Management V, LLC except to the extent of his indirect pecuniary interest therein.
- F6In the Distribution, VEF Management V, LLC, the sole general partner of VEF5, received an aggregate of 815 shares of the Common Stock of the issuer. Dr. Roberts is a member of VEF Management V, LLC and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of the shares held by VEF Management V, LLC except to the extent of his indirect pecuniary interest therein.
- F7On November 4, 2015, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC distributed an aggregate of 38,614 shares, 3,280 shares and 815 shares, respectively, of the Common Stock of the issuer to their respective members pro rata based on their respective interests in the GP Entities (the "Venrock GP Distribution").
- F8In the Venrock GP Distribution, Dr. Roberts received an aggregate of 6,620 shares of Common Stock of the issuer pursuant to his ownership interest in Venrock Management V, LLC, 564 shares of Common Stock of the issuer pursuant to his ownership interest in Venrock Partners Management V, LLC and 154 shares of Common Stock of the issuer pursuant to his ownership interest in VEF Management V, LLC.
- F9The reporting person is a member of VR Management, LLC (the "Management Company"). Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold the restricted stock units for the sole benefit of the Management Company and must exercise them solely upon the direction of the Management Company, which is entitled to the shares. The Management Company may be deemed the indirect beneficial owner of the restricted stock units, and the reporting person may be deemed the indirect beneficial owner of them through his interest in the Management Company. The reporting person disclaims beneficial ownership of the restricted stock units except to the extent of his pecuniary interest therein.