Edgar Filing: FANNING STEPHEN J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FANNING STEPHEN J

2. Issuer Name and Ticker or Trading Symbol
SOLTA MEDICAL INC [SLTM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, President & CEO

(Last)

(First)

(Middle)

C/O SOLTA MEDICAL, INC., 25881 INDUSTRIAL BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2013

(Street)

HAYWARD, CA 94545

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/04/2013		A		219,000 ⁽¹⁾	A	$ 0	712,835	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Restricted Stock Units

⁽²⁾

02/04/2013

182,900

⁽²⁾

Common Stock

182,900

$ 0

535,258

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FANNING STEPHEN J C/O SOLTA MEDICAL, INC. 25881 INDUSTRIAL BLVD. HAYWARD, CA 94545	X		Chairman, President & CEO

Signatures

/s/ Stephen J. Fanning		02/06/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Deemed acquired pursuant to a grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one (1) share of issuer's common stock. The restricted stock units vest in three annual installments as follows: February 4, 2014, February 4, 2015 and February 4, 2016. Vested shares of the issuer's common stock will be delivered to the reporting person on each such date, provided the reporting person continues to provide services to the issuer as of each such dates.
(2)	Deemed acquired pursuant to a grant of performance restricted stock units. Each performance restricted stock unit represents a contingent right to receive one (1) share of issuer's common stock. The performance restricted stock units may be earned in annual installments based on the issuer's stock price performance over each of the three calendar years 2013, 2014 and 2015. Upon vesting, shares of the issuer's common stock will be delivered to the reporting person, provided the reporting person continues to provide services to the issuer as of such date.

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