Sec Form 4 Filing - George Jean @ Zeltiq Aesthetics Inc - 2014-01-17

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person George Jean 2. Issuer Name and Ticker or Trading Symbol Zeltiq Aesthetics Inc [ ZLTQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O ADVANCED TECHNOLOGY VENTURES, 500 BOYLSTON STREET, SUITE 1380 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2014 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 01/17/2014 J( 1 ) 1,877,270 D $ 0 1,761,086 I By Fund ( 2 ) Common Stock 01/17/2014 J( 3 ) 75,333 D $ 0 70,671 I By Fund ( 4 ) Common Stock 01/17/2014 J( 5 ) 36,210 D $ 0 33,969 I By Fund ( 6 ) Common Stock 01/17/2014 J( 7 ) 19,893 A $ 0 19,893 I By LLC ( 8 ) Common Stock 01/17/2014 S 4,673 D $ 23.5019 ( 9 ) 15,220 I By LLC ( 8 ) Common Stock 01/17/2014 S 2,627 D $ 23.5019 ( 9 ) 19,055 I By Fund ( 10 ) Common Stock 01/21/2014 S 15, 220 D $ 22.3456 ( 11 ) 0 I By LLC ( 8 ) Common Stock 01/21/2014 S 8,560 D $ 22.3456 ( 11 ) 10,495 I By Fund ( 10 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other George Jean C/O ADVANCED TECHNOLOGY VENTURES 500 BOYLSTON STREET, SUITE 1380 BOSTON, MA02116 X Former 10% Owner Signatures /s/ Jean George 01/22/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a distribution in kind of shares of Common Stock of the issuer by Advanced Technology Ventures VII, L.P. ("ATV VII") without consideration to its limited partners and its general partner, ATV Associates VII, L.L.C. ("ATV LLC"). ( 2 )Shares are held directly by ATV VII. ATV LLC is the general partner of ATV VII. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. ( 3 )Represents a distribution in kind of shares of Common Stock of the issuer by Advanced Technology Ventures VII (B), L.P. ("ATV VIIB") without consideration to its limited partners and its general partner, ATV LLC. ( 4 )Shares are held directly by ATV VIIB. ATV LLC is the general partner of ATV VIIB. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. ( 5 )Represents a distribution in kind of shares of Common Stock of the issuer by Advanced Technology Ventures VII (C), L.P. ("ATV VIIC") without consideration to its limited partners and its general partner, ATV LLC. ( 6 )Shares are held directly by ATV VIIC. ATV LLC is the general partner of ATV VIIC. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. ( 7 )Represents a change in the form of beneficial ownership from one form of indirect ownership to another by virtue of a pro-rata in-kind distribution of Common Stock of the issuer received by ATV LLC in the distributions described in footnotes (1), (3) and (5). ( 8 )Shares are held directly by ATV LLC. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. ( 9 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $23.50 to $23.51 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. ( 10 )Shares are held directly by ATV Entrepreneurs VII, L.P. ("ATVE VII"). ATV LLC is the general partner of ATVE VII. The reporting person is a director of the issuer and a managing director of ATV LLC, and disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. ( 11 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $22.10 to $22.75 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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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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