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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
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* SCHIFF ANDREW N (Last) (First) (Middle) 888 SEVENTH AVENUE 12TH FLOOR (Street) NEW YORK NY 10106 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/28/2017
	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	04/28/2017		D(1)(2)		13,137	D	(1)(2)	0	D(3)
Common Stock	04/28/2017		D(1)(4)		1,597,742	D	(1)(4)	0	I	By Aisling Capital III, L.P.(5)

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
Stock Option (Right to Buy)	$5.06	04/28/2017		D			1,589	(6)	06/14/2022	Common Stock	1,589	$0	0	D

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, whereby Merger Sub merged with and into the Issuer, with the Issuer continuing on as the surviving corporation (the "Merger").

2. Pursuant to the terms of the Merger Agreement, out of the total of 13,137 shares held by the Reporting Person, (i) 11,587 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) 1,550 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.

3. Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.

4. Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive the Merger Consideration.

5. Represents shares of Common Stock directly held by Aisling Capital III, LP ("Aisling") and indirectly held by Aisling Capital Partners III, LP ("Aisling GP"), as general partner of Aisling, Aisling Capital Partners III, LLC ("Aisling Partners"), as general partner of Aisling GP, and each of the individual managing members of Aisling Partners. The individual managing members (collectively, the "Managers") of Aisling Partners are Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Aisling GP, Aisling Partners, and the Managers share voting and dispositive power over the shares directly held by Aisling. Dr. Andrew Schiff is a member of the Board of Directors of Zeltiq Aesthetics, Inc.

6. This vested option was 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.

	/s/ Andrew Schiff	05/01/2017
	** Signature of Reporting Person	Date
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