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