0001104659-23-083565.txt : 20230724 0001104659-23-083565.hdr.sgml : 20230724 20230724210639 ACCESSION NUMBER: 0001104659-23-083565 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230721 FILED AS OF DATE: 20230724 DATE AS OF CHANGE: 20230724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FISCHER JOST CENTRAL INDEX KEY: 0001366841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40021 FILM NUMBER: 231106260 MAIL ADDRESS: STREET 1: C/O AEON BIOPHARMA, INC. STREET 2: 4040 MACARTHUR BOULEVARD, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AEON Biopharma, Inc. CENTRAL INDEX KEY: 0001837607 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 853940478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 PARK PLAZA STREET 2: SUITE 1750 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: (949) 354-6499 MAIL ADDRESS: STREET 1: 5 PARK PLAZA STREET 2: SUITE 1750 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: Priveterra Acquisition Corp. DATE OF NAME CHANGE: 20201222 4 1 tm2321918-8_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-07-21 0 0001837607 AEON Biopharma, Inc. AEON 0001366841 FISCHER JOST 5 PARK PLAZA, SUITE 1750 IRVINE CA 92614 1 0 0 0 0 Class A Common Stock 2023-07-21 4 A 0 13274 A 13274 D Class A Common Stock 2023-07-21 4 A 0 2353 A 2353 D Stock Option 10.00 2023-07-21 4 A 0 21974 0 A 2030-08-05 Common Stock 21974 21974 D Stock Option 10.00 2023-07-21 4 A 0 19800 0 A 2031-03-05 Common Stock 19800 19800 D Stock Option 10.00 2023-07-21 4 A 0 21198 0 A 2032-03-09 Common Stock 21198 12198 D Restricted Stock Units 2023-07-21 4 A 0 19286 0 A Common Stock 19286 19286 D Restricted Stock Units 2023-07-21 4 A 0 6289 0 A Common Stock 6289 6289 D Restricted Stock Units 2023-07-21 4 A 0 35189 0 A Common Stock 35189 35189 D On July 21, 2023, pursuant to that certain Business Combination Agreement, dated as of December 12, 2022, as amended April 27, 2023 (the "Business Combination Agreement"), by and among the Issuer, Priveterra Merger Sub, Inc. ("Merger Sub") and AEON Biopharma, Inc. ("AEON"), upon consummation of the transactions contemplated thereby (the "Effective Time"), each issued and outstanding share of common stock of AEON ("AEON common stock") was automatically cancelled and converted into approximately 2.328 (the "Exchange Ratio") shares of Class A common stock of the Issuer. At the Effective Time, each outstanding option to purchase shares of AEON common stock (each an "AEON Option") was automatically cancelled and converted into an option to purchase a number of shares of common stock of the Issuer equal to (i) the number of shares of AEON common stock subject to the applicable AEON Option multipled by (ii) the Exchange Ratio, rounded down to the nearest whole share. Represents an award of stock options on August 5, 2020, which vests in 12 monthly installments from March 4, 2020, subject to the reporting person's continued service through the applicable vesting date. Represents an award of stock options on March 5, 2021, which vests in 12 monthly installments from March 5, 2021, subject to the reporting person's continued service through the applicable vesting date. Represents an award of stock options on March 9, 2022, which vests in 12 monthly installments from March 9, 2022, subject to the reporting person's continued service through the applicable vesting date. At the Effective Time, each outstanding award of restricted stock unit ("RSU") representing the contingent right to receive shares of AEON common stock (each an "AEON RSU") was automatically cancelled and converted into an RSU representing the contingent right to receive a number of shares of common stock of the Issuer equal to (i) the number of shares of AEON common stock subject to the applicable AEON RSU multipled by (ii) the Exchange Ratio, rounded down to the nearest whole share. Represents an award of RSUs on April 26, 2023, which vests in one installment on April 26, 2024, subject to the reporting person's continued service through the applicable vesting date. Represents an award of RSUs on April 26, 2023, which vests in one installment on April 26, 2024, subject to the reporting person's continued service through the applicable vesting date. Represents an award of RSUs on April 26, 2023, which vests as follows: (1) 6.25% upon the achievement of the first earnout in connection with the Business Combination Agreement; (2) 25% upon the achievement of the second earnout in connection with the Business Combination Agreement; (3) 25% upon the achievement of the third earnout in connection with the Business Combination Agreement; and (4) 43.75% upon the achievement of the fourth earnout in connection with the Business Combination Agreement, subject to the reporting person's continued service through the applicable vesting condition. /s/ Alexander Wilson, Attorney-in-Fact 2023-07-24