Amended Statement of Ownership (sc 13g/a)
February 14 2014 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) *
ZELTIQ
Aesthetics, Inc.
(Name of Issuer)
COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
98933Q108
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however,
see
the Notes).
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CUSIP No.
98933Q108
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13G
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Page
2
of 9
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1.
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NAMES OF
REPORTING PERSONS
Frazier Healthcare V, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
- 0 -
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6.
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SHARED VOTING POWER
- 0 -
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7.
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SOLE DISPOSITIVE POWER
- 0 -
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8.
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SHARED DISPOSITIVE POWER
- 0 -
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨
N/A
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0.0%
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12.
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TYPE OF REPORTING PERSON
PN
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2
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CUSIP No.
98933Q108
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13G
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Page
3
of 9
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1.
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NAMES OF
REPORTING PERSONS
FHM V, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
- 0 -
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6.
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SHARED VOTING POWER
- 0 -
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7.
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SOLE DISPOSITIVE POWER
- 0 -
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8.
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SHARED DISPOSITIVE POWER
- 0 -
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨
N/A
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0.0%
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12.
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TYPE OF REPORTING PERSON
PN
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3
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CUSIP No.
98933Q108
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13G
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Page
4
of 9
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1.
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NAMES OF
REPORTING PERSONS
FHM V, L.L.C.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
- 0 -
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6.
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SHARED VOTING POWER
- 0 -
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7.
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SOLE DISPOSITIVE POWER
- 0 -
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8.
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SHARED DISPOSITIVE POWER
- 0 -
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨
N/A
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0.0%
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12.
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TYPE OF REPORTING PERSON
OO
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4
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CUSIP No.
98933Q108
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13G
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Page
5
of 9
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Item 1(a).
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Name of Issuer:
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ZELTIQ Aesthetics, Inc. (the Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices:
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ZELTIQ Aesthetics, Inc.
4698 Willow Road, Suite 100
Pleasanton, California 94588
Item 2(a).
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Name of Persons Filing:
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This statement is filed on behalf of the following persons with
respect to shares of Common Stock beneficially owned by such persons:
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(i)
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FHM V, L.L.C., a Delaware limited liability company (FHM V, L.L.C.), with respect to the shares of Common Stock of the Issuer held by Frazier Healthcare V, L.P. (FH V). FHM V, L.L.C. is the
general partner of FHM V, L.P. (FHM V), which is the general partner of FH V. FHM V, L.L.C. may be deemed to beneficially own the securities held by FH V.
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(ii)
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FHM V with respect to shares of Common Stock of the Issuer held by FH V. FHM V is the general partner of FH V and may be deemed to beneficially own the securities held by FH V.
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(iii)
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FH V with respect to shares of Common Stock of the Issuer that it holds directly.
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The
foregoing persons are hereinafter referred to collectively as the Reporting Persons.
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the
principal business office of each of the Reporting Persons is:
601 Union Street
Suite 3200
Seattle, WA 98101
Frazier Healthcare V, L.P. is a limited partnership organized under the
laws of the State of Delaware.
FHM V, L.P. is a limited partnership organized under the laws of the State of Delaware.
FHM V, L.L.C. is a limited liability company organized under the laws of the State of Delaware.
Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share (the
Common Stock).
98933Q108
5
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CUSIP No.
98933Q108
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13G
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Page
6
of 9
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Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act;
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13(d)-1(b)(1)(ii)(J), please specify the type of
institution: .
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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Reporting Person
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Shares
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Frazier Healthcare V, L.P.
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0
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FHM V, L.L.C.
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0
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FHM V, L.P.
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0
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Reporting Person
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Percent
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Frazier Healthcare V, L.P.
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0.0
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%
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FHM V, L.L.C.
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0.0
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%
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FHM V, L.P.
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0.0
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%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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Reporting Person
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Shares
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Frazier Healthcare V, L.P.
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0
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FHM V, L.L.C.
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0
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FHM V, L.P.
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0
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(ii)
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Shared power to vote or to direct the vote: - 0
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(iii)
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Sole power to dispose or to direct the disposition of:
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Reporting Person
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Shares
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Frazier Healthcare V, L.P.
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0
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FHM V, L.L.C.
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0
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FHM V, L.P.
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0
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(iv)
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Shared power to dispose or to direct the disposition of: - 0
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6
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CUSIP No.
98933Q108
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13G
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Page
7
of 9
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
x
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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See Items 2 and 4.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
7
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CUSIP No.
98933Q108
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13G
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Page
8
of 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2014
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FRAZIER HEALTHCARE V, L.P.
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By FHM V, L.P., its general partner
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By FHM V, LLC, its general partner
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By:
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/s/ Steve R. Bailey
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Steve R. Bailey, Chief Financial Officer
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FHM V, L.P.
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By FHM V, LLC, its general partner
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By:
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/s/ Steve R. Bailey
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Steve R. Bailey, Chief Financial Officer
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FHM V, L.L.C.
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By:
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/s/ Steve R. Bailey
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Steve R. Bailey, Chief Financial Officer
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8
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CUSIP No.
98933Q108
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13G
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Page
9
of 9
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Index Exhibit
SCHEDULE 13G
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Exhibit
Number
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Exhibit Description
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1
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Joint Filing Agreement
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9
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance
with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Forms 3, 4, 5 and Schedules 13D and 13G (including any and all amendments
thereto) with respect to the Common Stock, par value $0.001 per share, of ZELTIQ Aesthetics, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Forms 3, 4, 5 and Schedules 13D and l3G and any amendments
thereto, and for the completeness and accuracy of the information concerning such party contained therein;
provided
that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
In evidence thereof,
the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2014.
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FRAZIER HEALTHCARE V, L.P.
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By FHM V, L.P., its general partner
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By FHM V, LLC, its general partner
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By:
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/s/ Steve R. Bailey
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Steve R. Bailey, Chief Financial Officer
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FHM V, L.P.
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By FHM V, LLC, its general partner
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By:
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/s/ Steve R. Bailey
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Steve R. Bailey, Chief Financial Officer
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FHM V, L.L.C.
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By:
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/s/ Steve R. Bailey
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Steve R. Bailey, Chief Financial Officer
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