SEC Form 4
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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Frazier Healthcare V, LP

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zeltiq Aesthetics Inc [ ZLTQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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) 09/24/2013 J(1) 4,427,244 D $0 0 D
Common Stock(2) 09/24/2013 J(2) 460,908 A $0 460,908 D
Common Stock(2) 09/24/2013 J(2) 460,908 D $0 0 D
Common Stock(3) 09/24/2013 J(3) 8 A $0 8 D
Common Stock(3) 09/24/2013 J(3) 8 D $0 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Frazier Healthcare V, LP

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FHM V, LP

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FHM V, LLC

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares were held directly by Frazier Healthcare V, L.P. ("Frazier V"). On September 24, 2013, Frazier V distributed 4,427,244 shares of Common Stock of Zeltiq Aesthetics Inc. (the "Issuer") pro-rata to its partners for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended.
2. These shares were held directly by FHM V, L.P., the general partner of Frazier V. On September 24, 2013, FHM V, L.P. received 460,908 shares of the Issuer's Common Stock as a result of the pro-rata distribution by Frazier V for no consideration. FHM V, L.P. then immediately distributed all such shares pro-rata to its partners for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended.
3. These shares were held directly by FHM V, L.L.C., the general partner of FHM V, L.P. On September 24, 2013, FHM V, L.L.C. received 8 shares of the Issuer's Common Stock as a result of the pro-rata distribution by FHM V, L.P. for no consideration. FHM V, L.L.C. then immediately distributed all such shares pro-rata to its members for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended.
Frazier Healthcare V, L.P., By: FHM V, L.P., its general partner, By FHM V, L.L.C., its general partner, By: /s/ Steve Bailey, Chief Financial Officer 09/24/2013
FHM V, L.P., By: FHM V, L.L.C., its general partner, By: /s/ Steve Bailey, Chief Financial Officer 09/24/2013
FHM V, L.L.C., By: /s/ Steve Bailey, Chief Financial Officer 09/24/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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