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^*

Forth Marc

(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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

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)

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		970,588⁽¹⁾⁽²⁾⁽³⁾		⁽³⁾	11/20/2029	Common Stock	970,588	$0⁽¹⁾	970,588	D
Stock Option	$10	07/21/2023		A		324,021⁽¹⁾⁽²⁾⁽⁴⁾		⁽⁴⁾	08/05/2030	Common Stock	324,021	$0⁽¹⁾	324,021	D
Stock Option	$10	07/21/2023		A		291,332⁽¹⁾⁽²⁾⁽⁵⁾		⁽⁵⁾	09/09/2031	Common Stock	291,332	$0⁽¹⁾	291,332	D
Stock Option	$10	07/21/2023		A		381,480⁽¹⁾⁽²⁾⁽⁶⁾		⁽⁶⁾	03/09/2032	Common Stock	381,480	$0⁽¹⁾	381,480	D
Stock Option	$10	07/21/2023		A		194,118⁽¹⁾⁽²⁾⁽⁷⁾		⁽⁷⁾	03/09/2032	Common Stock	194,118	$0⁽¹⁾	194,118	D
Restricted Stock Units	⁽⁸⁾	07/21/2023		A		279,855⁽¹⁾⁽⁸⁾⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	279,855	$0⁽¹⁾	279,855	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, 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 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Forth Marc