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).

1. Name and Address of Reporting Person* VENROCK ASSOCIATES V LP (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/23/2014
	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	01/23/2014		J(1)		2,000,000	D	$0	3,458,233(2)	I	By Funds(3)
Common Stock	01/23/2014		J(4)		44,265	A	$0	44,265	I	By LLC(4)
Common Stock	01/23/2014		J(5)		3,749	A	$0	3,749	I	By LLC(5)
Common Stock	01/23/2014		J(6)		934	A	$0	934	I	By LLC(6)
Common Stock	01/27/2014		J(7)		44,265	D	$0	0	I	By LLC
Common Stock	01/27/2014		J(7)		3,749	D	$0	0	I	By LLC
Common Stock	01/27/2014		J(7)		934	D	$0	0	I	By LLC

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* VENROCK ASSOCIATES V LP (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* VENROCK PARTNERS V L P (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* Venrock Entrepreneurs Fund V, L.P. (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* Venrock Management V, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* Venrock Partners Management V, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* VEF Management V, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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. On January 23, 2014, 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 1,804,667 shares, 152,883 shares and 42,450 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 3,120,326 shares, VP5 held an aggregate of 264,624 shares and VEF5 held an aggregate of 73,283 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. The Venrock GP Entities disclaim 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 44,265 shares of the Common Stock of the issuer.

5. In the Distribution, Venrock Partners Management V, LLC, the sole general partner of VP5, received an aggregate of 3,749 shares of the Common Stock of the issuer.

6. In the Distribution, VEF Management V, LLC, the sole general partner of VEF5, received an aggregate of 934 shares of the Common Stock of the issuer.

7. On January 27, 2014, Venrock Management V, LLC, Venrock Partners Management V, LLC and VEF Management V, LLC distributed an aggregate of 44,265 shares, 3,749 shares and 934 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").

Remarks:

	/s/ David L. Stepp, Authorized Signatory	01/27/2014
	** Signature of Reporting Person	Date
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