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 *
SCHIFF ANDREW N

(Last) (First) (Middle)
888 SEVENTH AVENUE
30TH 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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2014
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 09/02/2014   X   30,000 A $ 0 31,152 D (3)  
Common Stock 09/02/2014   X   5,165 A $ 0 36,317 D (3)  
Common Stock 09/02/2014   S (1)   35,165 D $ 22.55 (2) 1,152 D (3)  
Common Stock               2,597,742 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 Options (Right to Buy) (6) $ 6.34 09/02/2014   X (8)   30,000   06/19/2014 06/18/2023 Common Stock 30,000 $ 0 0 D  
Stock Options (Right to Buy) (6) $ 5.06 09/02/2014   X (8)   5,165   06/14/2013 (7) 06/14/2022 Common Stock 5,165 $ 0 4,371 D (4)  
Explanation of Responses:
1. These shares were sold by our broker pursuant to instructions given to our broker by the reporting person on July 31, 2014, pursuant to a Rule 10b5-1 trading plan.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.16 to $23.33, inclusive. The reporting person undertakes to provide to Zeltiq Aesthetics, Inc., any security holder of Zeltiq Aesthetics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence.
3. Includes 87 shares of Common Stock held by a trust for the benefit of Mr. Schiff's children.
4. These stock options are held by Mr. Schiff for the benefit of Aisling Capital LLC. Mr. Schiff disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
5. The shares are directly held by Aisling Capital III, LP ("Aisling") and are 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. Issued pursuant to the 2011 Equity Incentive Plan of the Issuer.
7. As of the date of this report, 5,165 shares subject to the option have vested and the remainder will vest in 22 ratable monthly installments hereafter, subject to the Reporting Person's continued service with the Issuer.
8. These stock options were exercised by our broker, pursuant to instructions given to our broker by the reporting person on July 31, 2014, pursuant to a Rule 10b5-1 trading plan.
/s/ Andrew Schiff 09/04/2014
** Signature of Reporting Person Date
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