SEC FORM 4

SEC FORM 4 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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FISCHER JOST

(Last)

(First)

(Middle)

5 PARK PLAZA, SUITE 1750

(Street)

IRVINE

92614

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AEON Biopharma, Inc. [ AEON ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2023

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/21/2023		A		13,274	A	⁽¹⁾	13,274	D
Class A Common Stock	07/21/2023		A		2,353	A	⁽¹⁾	2,353	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$10	07/21/2023		A		21,974⁽¹⁾⁽²⁾⁽³⁾		⁽³⁾	08/05/2030	Common Stock	21,974	$0⁽¹⁾	21,974	D
Stock Option	$10	07/21/2023		A		19,800⁽¹⁾⁽²⁾⁽⁴⁾		⁽⁴⁾	03/05/2031	Common Stock	19,800	$0⁽¹⁾	19,800	D
Stock Option	$10	07/21/2023		A		21,198⁽¹⁾⁽²⁾⁽⁵⁾		⁽⁵⁾	03/09/2032	Common Stock	21,198	$0⁽¹⁾	12,198	D
Restricted Stock Units	⁽⁶⁾	07/21/2023		A		19,286⁽¹⁾⁽⁶⁾⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	19,286	$0⁽¹⁾	19,286	D
Restricted Stock Units	⁽⁶⁾	07/21/2023		A		6,289⁽¹⁾⁽⁶⁾⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	6,289	$0⁽¹⁾	6,289	D
Restricted Stock Units	⁽⁶⁾	07/21/2023		A		35,189⁽¹⁾⁽⁶⁾⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	35,189	$0⁽¹⁾	35,189	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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	07/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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SEC Form 4 filed by Fischer Jost