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

Role
Chief Executive Officer, 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, 21:07:43 UTC
Next filing
21 Mar 2024
SEC
View on sec.gov

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 +970,588 $0.000000 970,588 21 Jul 2023 Common Stock 970,588 $10.00 Direct F1, F2, F3
transaction AEON Stock Option Award $0 +324,021 $0.000000 324,021 21 Jul 2023 Common Stock 324,021 $10.00 Direct F1, F2, F4
transaction AEON Stock Option Award $0 +291,332 $0.000000 291,332 21 Jul 2023 Common Stock 291,332 $10.00 Direct F1, F2, F5
transaction AEON Stock Option Award $0 +381,480 $0.000000 381,480 21 Jul 2023 Common Stock 381,480 $10.00 Direct F1, F2, F6
transaction AEON Stock Option Award $0 +194,118 $0.000000 194,118 21 Jul 2023 Common Stock 194,118 $10.00 Direct F1, F2, F7
transaction AEON Restricted Stock Units Award $0 +279,855 $0.000000 279,855 21 Jul 2023 Common Stock 279,855 Direct F1, F8, 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, 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 November 20, 2019, which vests in four yearly installments from June 11, 2019, subject to the reporting person's continued service through the applicable vesting date.
F4 Represents an award of stock options on August 5, 2020, which vests in four yearly installments from July 1, 2020, subject to the reporting person's continued service through the applicable vesting date.
F5 Represents an award of stock options on September 9, 2021, which vests in four yearly installments from March 5, 2021, subject to the reporting person's continued service through the applicable vesting date.
F6 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.
F7 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.
F8 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.
F9 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.