| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AEON Biopharma, Inc. [ AEON ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 07/21/2023 | C | 6,900,000 | A | (1)(2) | 6,900,000 | D(3) | |||
| Class A Common Stock | 07/21/2023 | C | 89,163 | A | (1)(2) | 6,989,163 | I(6) | Held by Vikram Malik | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1)(2) | 07/21/2023 | C | 6,900,000(7) | (1)(2) | (1)(2) | Common Stock | 6,900,000 | (1)(2) | 0(5) | D | ||||
| Private Placement Warrants | (3)(4) | 07/21/2023 | A | 5,280,000 | (3)(4) | (3)(4) | Common Stock | 5,280,000 | (3)(4) | 0 | D | ||||
| Stock Options | (8) | 07/21/2023 | C | 38,824(9) | (12) | (12) | Stock Options | 38,824 | (9) | 38,824 | I | Held by Oleg Grodnensky | |||
| Stock Options | (8) | 07/21/2023 | C | 38,824(9) | (12) | (12) | Stock Options | 38,824 | (9) | 38,824 | I | Held by Vikram Malik | |||
| Stock Options | (8) | 07/21/2023 | C | 21,974(10) | (12) | (12) | Stock Options | 21,974 | (10) | 21,974 | I | Held by Vikram Malik | |||
| Stock Options | (8) | 07/21/2023 | C | 19,800(11) | (12) | (12) | Stock Options | 19,800 | (11) | 19,800 | I | Held by Vikram Malik | |||
| Stock Options | (8) | 07/21/2023 | C | 21,198(12) | (12) | (12) | Stock Options | 21,198 | (12) | 21,198 | I | Held by Vikram Malik | |||
| Stock Options | (8) | 07/21/2023 | C | 7,765(13) | (12) | (12) | Stock Options | 7,765 | (13) | 7,765 | I | Held by Vikram Malik | |||
| Restricted Stock Units | (14)(15) | 07/21/2023 | C | 77,453(14)(15) | (15) | (15) | Stock Options | 77,453 | (15) | 77,453 | I | Held by Vikram Malik | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Priveterra Acquisition Corp. ("Priveterra") Class B common stock were cancelled and, in exchange, the holder(s) thereof was entitled to receive Class A common stock of the Issuer on a one-for-one basis upon the consummation of the Issuer's initial business combination on July 21, 2023 pursuant to that certain Business Combination Agreement (the "BCA"), 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. ("Old AEON") (the "Initial Business Combination"). 2,070,000 of the shares of Class A common stock of the Issuer held by Priveterra Sponsor, LLC. (the "Sponsor") are fully vested. |
| 2. 1,380,000 of the shares of Class A common stock of the Issuer held by the Sponsor vest based on the achievement of certain pre-established share price targets and the remaining 3,450,000 shares of Class A common stock of the Issuer held by the Sponsor will vest based on the achievement of certain milestones, each as set forth in Amendment No.1 to the Sponsor Support Agreement, dated as of April 27, 2023. Simultaneously with the Issuer's initial public offering ("IPO"), the Sponsor acquired 5,213,333 warrants of the Issuer exercisable to purchase one share of Class A common stock of the Issuer at an exercise price of $11.50 per share (the "Private Placement Warrants") and Sponsor subsequently acquired 66,667 Private Placement Warrants on June 28, 2021 upon the conversion of an unsecured convertible promissory note issued by the Issuer to the Sponsor on February 15, 2021. |
| 3. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-252310) filed with the Securities and Exchange Commission on January 21, 2021, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's IPO, except that (i) the Private Placement Warrants (including shares of Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination (except, among other limited exceptions, to Priveterra's officers and directors, the Sponsor, or any of its or their respective permitted transferees); |
| 4. (ii) the Private Placement Warrants will not be redeemable by the Issuer so long as they are held by the Sponsor, Priveterra's officers or directors, or its or their respective permitted transferees (except as set forth in the warrant agreement), (iii) the Private Placement Warrants may be exercised by the Sponsor, Priveterra's officers and directors, or its or their respective permitted transferees on a cashless basis, (iv) if the private placement warrants are held by holders other than the Sponsor, Priveterra's officers and directors, or its or their permitted transferees, the Private Placement Warrants will be redeemable by the Issuer and exercisable by the holders on the same basis as the public warrants; and (v) the Private Placement Warrants (including shares of Class A common stock issuable upon exercise of the private placement warrants) are entitled to registration rights. |
| 5. The Sponsor is the record holder of the securities reported herein. Messrs Grodnensky, Palmisano, and Malik are the managers of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor. |
| 6. These securities, which were acquired upon the closing of the Initial Business Combination pursuant to the terms of the BCA as a result of the cancellation of the shares of Old AEON ("Old AEON Common Stock") held by Mr. Malik and Sabina Taneja and the automatic conversion of such shares into 2.328 (the "Exchange Ratio") shares of Class A common stock of the Issuer, are held directly by Mr. Malik, a manager of the Sponsor, and Ms. Taneja. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. |
| 7. The reporting person disposed of all Class B common stock upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged on a one-for-one basis into Class A common stock of the Issuer. |
| 8. 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 at a per-share exercise price of $10 per share. |
| 9. Represents an award of stock options granted on November 20, 2019, which vested in three yearly installments from November 1, 2019. Such options expire on November 20, 2029. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. |
| 10. Represents an award of stock options granted on August 5, 2020, which vested ratably over one year from March 4, 2020. Such options expire on August 1, 2030. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. |
| 11. Represents an award of stock options granted on March 5, 2021, which vested ratably over one year from March 5, 2021. Such options expire on March 5, 2031. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. |
| 12. Represents an award of stock options granted on March 9, 2022, which vested ratably over one year from March 9, 2022. Such options expire on March 9, 2032. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. |
| 13. Represents an award of stock options granted on March 9, 2022, which vests in three yearly installments from March 9, 2022. Such options expire on March 9, 2032. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. |
| 14. 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 multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share. |
| 15. Represents an award of RSUs on April 26, 2023, which vests 6.25% vests upon the achievement of a first earnout goal, 25% upon the achievement of a second earnout goal, 25% upon the achievement of a third earnout, and 43.75% upon achievement of a fourth earnout goal. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. |
| By: /s/ Oleg Grodnensky, Authorized Signatory for Priveterra Sponsor, LLC | 07/26/2023 | |
| By: /s/ Oleg Grodnensky | 07/26/2023 | |
| By: /s/ Robert Palmisano | 07/26/2023 | |
| By: /s/ Vikram Malik | 07/26/2023 | |
| ** 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. | ||