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| FORM 4 |
| 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
| ( 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 whollyowned subsidiary of Allergan plc ("Allergan"), Blizzard Merger Sub, Inc. ("Merger Sub"), and the Issuer (the "Merger Agreement"), as approvedby the board of directors of the Issuer, whereby Merger Sub merged with and into the Issuer, with the Issuer continuing on as the survivingcorporation (the "Merger").|
( 2 )Pursuant to the terms of the Merger Agreement, out of the total of 13,137 shares held by the Reporting Person, (i) 11,587 shares were canceledand converted into the right to receive $56.50 per share in cash, without interest and subject to any applicable withholding of taxes (the "MergerConsideration"), and (ii) 1,550 shares, representing unvested restricted stock units, were converted into a corresponding award of restrictedstock units with respect to ordinary shares of Allergan, on the same terms and conditions as were applicable under such restricted stock units, asadjusted based on an exchange ratio.
( 3 )Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.
( 4 )Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive the Merger Consideration.
( 5 )Represents shares of Common Stock directly held by Aisling Capital III, LP ("Aisling") and 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.
( 6 )This vested option was canceled and converted in the Merger into the right to receive cash equal to the number of shares subject to such optionmultiplied by the excess, if any, of the Merger Consideration over the exercise price of such option.
|* 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).|