Sec Form 4 Filing - ATV Associates VII, L.L.C. @ 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 ATV Associates VII, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Zeltiq Aesthetics Inc [ ZLTQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O ADVANCED TECHNOLOGY VENTURERS, 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) _____ Form filed by One Reporting Person __ X __ 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 D Common Stock 01/17/2014 S 4,673 D $ 23.5019 ( 8 ) 15,220 D Common Stock 01/17/2014 S 2,627 D $ 23.5019 ( 8 ) 19,055 I By Fund ( 9 ) Common Stock 01/21/2014 S 15,220 D $ 22.3456 ( 10 ) 0 D Common Stock 01/21/2014 S 8,560 D $ 22.3456 ( 10 ) 10,495 I By Fund ( 9 )

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 ATV Associates VII, L.L.C. C/O ADVANCED TECHNOLOGY VENTURERS 500 BOYLSTON STREET, SUITE 1380 BOSTON, MA02116 Former 10% Owner ADVANCED TECHNOLOGY VENTURES VII LP C/O ADVANCED TECHNOLOGY VENTURERS 500 BOYLSTON STREET, SUITE 1380 BOSTON, MA02116 Former 10% Owner Advanced Technology Ventures VII(B), L.P. C/O ADVANCED TECHNOLOGY VENTURERS 500 BOYLSTON STREET, SUITE 1380 BOSTON, MA02116 Former 10% Owner Advanced Technology Ventures VII(C), L.P. C/O ADVANCED TECHNOLOGY VENTURERS 500 BOYLSTON STREET, SUITE 1380 BOSTON, MA02116 Former 10% Owner ATV Entrepreneurs VII, L.P. C/O ADVANCED TECHNOLOGY VENTURERS 500 BOYLSTON STREET, SUITE 1380 BOSTON, MA02116 Former 10% Owner Signatures /s/ Jean George, Managing Director 01/22/2014 Signature of Reporting Person Date /s/ ATV Associates VII, L.L.C., General Partner of Advanced Technology Ventures VII, L.P., by Jean George, Managing Director 01/22/2014 Signature of Reporting Person Date /s/ ATV Associates VII, L.L.C., General Partner of Advanced Technology Ventures VII (B), L.P., by Jean George, Managing Director 01/22/2014 Signature of Reporting Person Date /s/ ATV Associates VII, L.L.C., General Partner of Advanced Technology Ventures VII (C), L.P., by Jean George, Managing Director 01/22/2014 Signature of Reporting Person Date /s/ ATV Associates VII, L.L.C., General Partner of ATV Entrepreneurs VII, L.P., by Jean George, Managing Director 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. ATV LLC disclaims beneficial ownership of the securities owned directly by ATV VII, and this report shall not be deemed to be an admission that ATV LLC is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, by virtue of its general partnership interest in ATV VII. ( 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. ATV LLC disclaims beneficial ownership of the securities owned directly by ATV VIIB, and this report shall not be deemed to be an admission that ATV LLC is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, by virtue of its general partnership interest in ATV VIIB. ( 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. ATV LLC disclaims beneficial ownership of the securities owned directly by ATV VIIC, and this report shall not be deemed to be an admission that ATV LLC is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, by virtue of its general partnership interest in ATV VIIC. ( 7 )Represents a change in the form of beneficial ownership from indirect ownership to direct ownership 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 )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. ( 9 )Shares are held directly by ATV Entrepreneurs VII, L.P. ("ATVE VII"). ATV LLC is the general partner of ATVE VII. ATV LLC disclaims beneficial ownership of the securities owned directly by ATVE VII, and this report shall not be deemed to be an admission that ATV LLC is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, by virtue of its general partnership interest in ATVE VII. ( 10 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transa ctions 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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