Sec Form 4 Filing - SCHIFF ANDREW N @ Zeltiq Aesthetics Inc - 2015-07-22

Insider filing report for Changes in Beneficial Ownership
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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
SCHIFF ANDREW N
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) _____ Other (specify below)
(Last) (First) (Middle)
888 SEVENTH AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2015
(Street)
NEW YORK, NY10106
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 ( 1 ) 07/22/2015 A( 2 ) 790 A $ 0 ( 2 ) 6,938 D ( 3 )
Common Stock 2,597,742 I By Aisling Capital III, LP ( 4 )
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
SCHIFF ANDREW N
888 SEVENTH AVENUE
12TH FLOOR
NEW YORK, NY10106
X
Signatures
/s/ Andrew Schiff 07/24/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 1,568 shares of common stock, par value $0.001 per share ("Common Stock") and 5,370 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units vest in 12 ratable monthly installments from the date of grant, subject to Mr. Schiff's continued service with the Issuer. As previously reported, on June 17, 2015, Mr. Schiff was granted 4,996 such restricted stock units, of which 416 have vested to date. On July 22, 2015, Mr. Schiff was granted an additional 790 such restricted stock units, reported hereby.
( 2 )Issued pursuant to the 2011 Equity Incentive Plan of the Issuer.
( 3 )Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.
( 4 )The shares are directly held by Aisling Capital III, LP ("Aisling") and are indirectly held by Aisling Capital Partners III, LP ("Aisling GP"), as general partner of Aisling, Aisling Capital Partners III, LLC ("Aisling Partners"), as general partner of Aisling GP, and each of the individual managing members of Aisling Partners. The individual managing members (collectively, the "Managers") of Aisling Partners are Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Aisling GP, Aisling Partners and the Managers share voting and dispositive power over the shares directly held by Aisling. Dr. Andrew Schiff is a member of the Board of Directors of Zeltiq Aesthetics, Inc.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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