ZELTIQ
Zeltiq Aesthetics Inc (Form: 4, Received: 04/28/2017 13:50:30)
FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hauser Brent
2. Issuer Name and Ticker or Trading Symbol

Zeltiq Aesthetics Inc [ ZLTQ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, North America
(Last)          (First)          (Middle)

C/O ZELTIQ AESTHETICS, INC., 4410 ROSEWOOD DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/28/2017
(Street)

PLEASANTON, CA 94588
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   4/28/2017     J (1) (2)    26411   D   (1) (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $5.97   4/28/2017     J         937      (3) 6/23/2023   Common Stock   937   $0.00   0   D    
Stock Option (right to buy)   $42.71   4/28/2017     J         17149      (4) 1/8/2027   Common Stock   17149   $0.00   0   D    
Stock Option (right to buy)   $4.00   4/28/2017     J         1250      (3) 3/13/2023   Common Stock   1250   $0.00   0   D    

Explanation of Responses:
(1)  Disposed 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").
(2)  Pursuant 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.
(3)  This 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.
(4)  This 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hauser Brent
C/O ZELTIQ AESTHETICS, INC.
4410 ROSEWOOD DRIVE
PLEASANTON, CA 94588


President, North America

Signatures
/s/ Sergio Garcia, Attorney-in-Fact 4/28/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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