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

Role
Director
Signature
/s/ Alexander Wilson, Attorney-in-Fact
Issuer symbol
AEON
Transactions as of
21 Jul 2023
Net transactions value
$0
Form type
4
Filing time
24 Jul 2023, 21:06:39 UTC
Next filing
16 Aug 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AEON Class A Common Stock Award +13,274 13,274 21 Jul 2023 Direct F1
transaction AEON Class A Common Stock Award +2,353 2,353 21 Jul 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 +21,974 $0.000000 21,974 21 Jul 2023 Common Stock 21,974 $10.00 Direct F1, F2, F3
transaction AEON Stock Option Award $0 +19,800 $0.000000 19,800 21 Jul 2023 Common Stock 19,800 $10.00 Direct F1, F2, F4
transaction AEON Stock Option Award $0 +21,198 $0.000000 12,198 21 Jul 2023 Common Stock 21,198 $10.00 Direct F1, F2, F5
transaction AEON Restricted Stock Units Award $0 +19,286 $0.000000 19,286 21 Jul 2023 Common Stock 19,286 Direct F1, F6, F7
transaction AEON Restricted Stock Units Award $0 +6,289 $0.000000 6,289 21 Jul 2023 Common Stock 6,289 Direct F1, F6, F8
transaction AEON Restricted Stock Units Award $0 +35,189 $0.000000 35,189 21 Jul 2023 Common Stock 35,189 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.