Statement of Changes in Beneficial Ownership (4)
July 31 2014 - 6:10PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
George Jean
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2. Issuer Name
and
Ticker or Trading Symbol
Zeltiq Aesthetics Inc
[
ZLTQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ADVANCED TECHNOLOGY VENTURES, 500 BOYLSTON STREET, SUITE 1380
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2014
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/31/2014
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S
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18662
(1)
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D
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$20.0905
(2)
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0
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I
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By LLC
(3)
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Common Stock
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7/31/2014
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S
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10495
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D
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$20.0905
(2)
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0
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I
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By Fund
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The shares held by ATV Associates VII, L.L.C. ("ATV LLC") prior to the transactions being reported on this Form 4 reflect the change in form of beneficial ownership of an aggregate of 18,662 shares previously reported as indirectly held through the reporting person's interests in Advanced Technology Ventures VII, L.P. ("ATV VII"), Advanced Technology Ventures VII (B), L.P. ("ATV VII(B)") and Advanced Technology Ventures VII (C) , L.P. ("ATV VII(C) and, collectively with ATV VII and ATV VII(B), the "ATV Funds"). Such shares were received by ATV LLC through pro-rata in-kind distributions of common stock of the issuer by each of the ATV Funds without consideration to their respective limited partners and ATV LLC, which serves as the general partner of each of the ATV Funds.
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(
2)
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Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $20.05 to $20.15 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
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(
3)
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These shares were held directly and sold by ATV LLC. The reporting person is a managing director of ATV LLC and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein.
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(
4)
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These shares were held directly and sold by ATV Entrepreneurs VII, L.P. ("ATVE VII"). ATV LLC is the general partner of ATVE VII. The reporting person is a managing director of ATV LLC and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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George Jean
C/O ADVANCED TECHNOLOGY VENTURES
500 BOYLSTON STREET, SUITE 1380
BOSTON, MA 02116
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X
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Signatures
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/s/ Jean George
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7/31/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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