4//SEC Filing
Zeltiq Aesthetics Inc 4
Accession 0001209191-17-028618
CIK 0001415336operating
Filed
Apr 27, 8:00 PM ET
Accepted
Apr 28, 1:47 PM ET
Size
14.0 KB
Accession
0001209191-17-028618
Insider Transaction Report
Form 4
Hauser Bradley
VP, Research and Development
Transactions
- Other
Stock Option (right to buy)
2017-04-28−35,000→ 0 totalExercise: $17.03Exp: 2023-12-18→ Common Stock (35,000 underlying) - Other
Common Stock
2017-04-28−46,016→ 0 total - Other
Stock Option (right to buy)
2017-04-28−26,702→ 0 totalExercise: $23.03Exp: 2026-02-27→ Common Stock (26,702 underlying) - Other
Stock Option (right to buy)
2017-04-28−17,229→ 0 totalExercise: $40.89Exp: 2027-01-17→ Common Stock (17,229 underlying)
Footnotes (5)
- [F1]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, whereby Merger Sub merged with and into the Issuer, with the Issuer continuing on as the surviving corporation (the "Merger").
- [F2]Pursuant to the terms of the Merger Agreement, out of the total of 46,016 shares held by the Reporting Person, (i) 5,164 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 (the "Merger Consideration"), and (ii) 40,852 shares, representing unvested restricted stock units, were converted into a corresponding award of restricted stock units with respect to ordinary shares of Allergan, on the same terms and conditions as were applicable under such restricted stock units, as adjusted based on an exchange ratio.
- [F3]This unvested option was converted in the Merger into a corresponding option to purchase ordinary shares of Allergan, on the same terms and conditions as were applicable under such option, as adjusted based on an exchange ratio.
- [F4]Out of the total of 26,702 shares underlying this option, (a) 18,914 shares, representing the unvested portion of this option, were converted in the Merger into a corresponding option to purchase ordinary shares of Allergan, on the same terms and conditions as were applicable under such option, as adjusted based on an exchange ratio, and (b) 7,788 shares, representing the vested portion of this option, were canceled and converted in the Merger into the right to receive cash equal to the number of shares subject to such option multiplied by the excess, if any, of the Merger Consideration over the exercise price of such option.
- [F5]Out of the total of 35,000 shares underlying this option, (a) 6,667 shares, representing the unvested portion of this option, were converted in the Merger into a corresponding option to purchase ordinary shares of Allergan, on the same terms and conditions as were applicable under such option, as adjusted based on an exchange ratio, and (b) 28,333 shares, representing the vested portion of this option, were canceled and converted in the Merger into the right to receive cash equal to the number of shares subject to such option multiplied by the excess, if any, of the Merger Consideration over the exercise price of such option.
Documents
Issuer
Zeltiq Aesthetics Inc
CIK 0001415336
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001415336
Filing Metadata
- Form type
- 4
- Filed
- Apr 27, 8:00 PM ET
- Accepted
- Apr 28, 1:47 PM ET
- Size
- 14.0 KB