Sec Form 4 Filing - Foley Mark J @ Zeltiq Aesthetics Inc - 2017-04-28

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 Foley Mark J 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 4410 ROSEWOOD DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2017 (Street) PLEASANTON, CA94588 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 04/28/2017 D( 1 ) 173,787 D 0 D

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 Stock Option (Right to Buy) $ 5.04 04/28/2017 D 572,435 ( 2 ) 08/23/2022 Common Stock 572,435 $ 0 0 D Stock Option (Right to Buy) $ 5.04 04/28/2017 D 758,667 ( 2 ) 08/23/2022 Common Stock 758,667 $ 0 0 D Stock Option (Right to Buy) $ 5.06 04/28/2017 D 9,536 ( 2 ) 06/14/2022 Common Stock 9,536 $ 0 0 D Stock Option (Right to Buy) $ 6.38 04/28/2017 D 121,236 ( 2 ) 04/27/2022 Common Stock 121,236 $ 0 0 D Stock Option (Right to Buy) $ 21 04/28/2017 D 20,000 ( 2 ) 02/24/2024 Common Stock 20,000 $ 0 0 D Stock Option (Right to Buy) $ 34.65 04/28/2017 D 26,277 ( 2 ) 02/18/2025 Common Stock 26,277 $ 0 0 D Stock Option (Right to Buy) $ 23.03 04/28/2017 D 124,610 ( 2 ) 02/27/2026 Common Stock 124,610 $ 0 0 D Stock Option (Right to Buy) $ 40.89 04/28/2017 D 72,254 ( 2 ) 01/17/2027 Common Stock 72,254 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Foley Mark J 4410 ROSEWOOD DRIVE SUITE 100 PLEASANTON, CA94588 X President and CEO Signatures /s/ Sergio Garcia, Attorney-in-Fact 04/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 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 wholly owned subsidiary of Allergan plc ("Allergan"), Blizzard Merger Sub, Inc. ("Merger Sub"), and the Issuer (the "Merger Agreement"), as approved by the board of directors of the Issuer (the "Board"), whereby Merger Sub merged with and into the Issuer, with the Issuer continuing on as the surviving corporation (the "Merger"). In connection with the Merger, the Board accelerated and vested in full all equity awards held by the Reporting Person as of immediately prior to the closing of the Merger. Pursuant to the terms of the Merger Agreement, all 173,787 shares were canceled and converted into the right to receive $56.50 per share in cash, without interest and subject to any applicable withholding of taxes. ( 2 )In connection with the Merger, the Board accelerated and vested in full all equity awards held by the Reporting Person as of immediately prior to the closing of the Merger. Pursuant to the terms of the Merger Agreement, all shares subject to this option were canceled and converted into the right to receive $56.50 per share in cash, without interest and subject to any applicable withholding of taxes.

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

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