0001104659-23-083570.txt : 20230724 0001104659-23-083570.hdr.sgml : 20230724 20230724211044 ACCESSION NUMBER: 0001104659-23-083570 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: Wilson Alexander Blair CENTRAL INDEX KEY: 0001979602 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40021 FILM NUMBER: 231106265 MAIL ADDRESS: STREET 1: 5 PARK PLAZA, SUITE 1750 CITY: IRVINE STATE: CA ZIP: 92614 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 tm2321918-12_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-07-21 0 0001837607 AEON Biopharma, Inc. AEON 0001979602 Wilson Alexander Blair 5 PARK PLAZA, SUITE 1750 IRVINE CA 92614 0 1 0 0 CLO and Corporate Secretary 0 Stock Option 10.00 2023-07-21 4 A 0 77647 0 A 2031-08-23 Common Stock 77647 77647 D Stock Option 10.00 2023-07-21 4 A 0 12656 0 A 2031-10-20 Common Stock 12656 12656 D Stock Option 10.00 2023-07-21 4 A 0 106609 0 A 2032-03-09 Common Stock 106609 106609 D Restricted Stock Units 2023-07-21 4 A 0 81428 0 A Common Stock 81428 81428 D On July 21, 2023, pursuant to that certain Business Combination Agreement, dated as of December 12, 2022, as amended April 27, 2023, 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 23, 2021, which vests in four yearly installments from August 9, 2021, subject to the reporting person's continued service through the applicable vesting date. Represents an award of stock options on October 20, 2021, which vests in four yearly installments from October 20, 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 four yearly 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 four yearly installments from April 26, 2023, subject to the reporting person's continued service through the applicable vesting date. /s/ Alexander Wilson 2023-07-24