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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ROBERTS BRYAN E (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/02/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	11/02/2015		J(1)		1,729,117	D	$0	1,729,116(2)	I	By Funds(3)
Common Stock	11/02/2015		J(4)		38,614	A	$0	38,614	I	By LLC(4)
Common Stock	11/02/2015		J(5)		3,280	A	$0	3,280	I	By LLC(5)
Common Stock	11/02/2015		J(6)		815	A	$0	815	I	By LLC(6)
Common Stock	11/04/2015		J(7)		38,614	D	$0	0	I	By LLC
Common Stock	11/04/2015		J(7)		3,280	D	$0	0	I	By LLC
Common Stock	11/04/2015		J(7)		815	D	$0	0	I	By LLC
Common Stock	11/04/2015		J(8)		7,338	A	$0	7,418	D
Common Stock								5,786	D(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 (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

Explanation of Responses:

1. On November 2, 2015, Venrock Associates V, L.P. ("VA5"), Venrock Partners V, L.P. ("VP5") and Venrock Entreprenerus Fund V, L.P. ("VEF5" and together with VA5 and VP5, the "Funds") distributed an aggregate of 1,560,163 shares, 132,312 shares and 36,642 shares, respectively, of the Common Stock of the issuer to their respective partners pro rata based on their respective interests in VA5, VP5 and VEF5 (the "Distribution").

2. After the Distribution, VA5 held an aggregate of 1,560,163 shares, VP5 held an aggregate of 132,312 shares and VEF5 held an aggregate of 36,641 shares.

3. Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (together, the "Venrock GP Entities") are the sole general partners of VA5, VEF5 and VP5, respectively, and have voting and investment power over the shares held by the Funds. Bryan E. Roberts is a member of each of the Venrock GP Entities and may be deemed to beneficially own all shares held by the Funds. Each of Dr. Roberts and the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.

4. In the Distribution, Venrock Management V, LLC, the sole general partner of VA5, received an aggregate of 38,614 shares of the Common Stock of the issuer. Dr. Roberts is a member of Venrock Management V, LLC and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of the shares held by Venrock Management V, LLC except to the extent of his indirect pecuniary interest therein.

5. In the Distribution, Venrock Partners Management V, LLC, the sole general partner of VP5, received an aggregate of 3,280 shares of the Common Stock of the issuer. Dr. Roberts is a member of Venrock Partners Management V, LLC and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of the shares held by Venrock Partners Management V, LLC except to the extent of his indirect pecuniary interest therein.

6. In the Distribution, VEF Management V, LLC, the sole general partner of VEF5, received an aggregate of 815 shares of the Common Stock of the issuer. Dr. Roberts is a member of VEF Management V, LLC and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of the shares held by VEF Management V, LLC except to the extent of his indirect pecuniary interest therein.

7. On November 4, 2015, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC distributed an aggregate of 38,614 shares, 3,280 shares and 815 shares, respectively, of the Common Stock of the issuer to their respective members pro rata based on their respective interests in the GP Entities (the "Venrock GP Distribution").

8. In the Venrock GP Distribution, Dr. Roberts received an aggregate of 6,620 shares of Common Stock of the issuer pursuant to his ownership interest in Venrock Management V, LLC, 564 shares of Common Stock of the issuer pursuant to his ownership interest in Venrock Partners Management V, LLC and 154 shares of Common Stock of the issuer pursuant to his ownership interest in VEF Management V, LLC.

9. The reporting person is a member of VR Management, LLC (the "Management Company"). Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold the restricted stock units for the sole benefit of the Management Company and must exercise them solely upon the direction of the Management Company, which is entitled to the shares. The Management Company may be deemed the indirect beneficial owner of the restricted stock units, and the reporting person may be deemed the indirect beneficial owner of them through his interest in the Management Company. The reporting person disclaims beneficial ownership of the restricted stock units except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Bryan E. Roberts	11/04/2015
	** 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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