Jost Fischer - Jul 21, 2023 Form 4 Insider Report for AEON Biopharma, Inc. (AEON)

Role
Director
Signature
/s/ Alexander Wilson, Attorney-in-Fact
Stock symbol
AEON
Transactions as of
Jul 21, 2023
Transactions value $
$0
Form type
4
Date filed
7/24/2023, 09:06 PM
Next filing
Aug 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AEON Class A Common Stock Award +13.3K 13.3K Jul 21, 2023 Direct F1
transaction AEON Class A Common Stock Award +2.35K 2.35K Jul 21, 2023 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AEON Stock Option Award $0 +22K $0.00 22K Jul 21, 2023 Common Stock 22K $10.00 Direct F1, F2, F3
transaction AEON Stock Option Award $0 +19.8K $0.00 19.8K Jul 21, 2023 Common Stock 19.8K $10.00 Direct F1, F2, F4
transaction AEON Stock Option Award $0 +21.2K $0.00 12.2K Jul 21, 2023 Common Stock 21.2K $10.00 Direct F1, F2, F5
transaction AEON Restricted Stock Units Award $0 +19.3K $0.00 19.3K Jul 21, 2023 Common Stock 19.3K Direct F1, F6, F7
transaction AEON Restricted Stock Units Award $0 +6.29K $0.00 6.29K Jul 21, 2023 Common Stock 6.29K Direct F1, F6, F8
transaction AEON Restricted Stock Units Award $0 +35.2K $0.00 35.2K Jul 21, 2023 Common Stock 35.2K Direct F1, F6, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.