Form 4 for AEON AEON Biopharma, Inc.
Accepted 2023-07-24 00:00:00 ET · period of report 2023-07-21 · accession 0001104659-23-083565 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2023-07-24 | 2023-07-21 | AEON | FISCHER JOST | Dir | A - Grant | — | +15.6K | 2,353 | New | — |
| DM | 2023-07-24 | 2023-07-21 | AEON | FISCHER JOST | Dir | A - Grant | $0.00 | +123.7K | 12.2K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-07-21 | A | A | 13,274 | — | 13,274 | D | — | — | (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. |
| 2 | Common | Class A Common Stock | 2023-07-21 | A | A | 2,353 | — | 2,353 | D | — | — | (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. |
| 3 | Derivative | Restricted Stock Units | 2023-07-21 | A | A | 35,189 | $0.00 | 35,189 | D | — · — to — | 35,189 Common Stock | (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. (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. (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. |
| 4 | Derivative | Stock Option | 2023-07-21 | A | A | 21,974 | $0.00 | 21,974 | D | $10.00 · — to 2030-08-05 | 21,974 Common Stock | (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. (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. (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. |
| 5 | Derivative | Stock Option | 2023-07-21 | A | A | 19,800 | $0.00 | 19,800 | D | $10.00 · — to 2031-03-05 | 19,800 Common Stock | (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. (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. (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. |
| 6 | Derivative | Restricted Stock Units | 2023-07-21 | A | A | 6,289 | $0.00 | 6,289 | D | — · — to — | 6,289 Common Stock | (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. (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. (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. |
| 7 | Derivative | Restricted Stock Units | 2023-07-21 | A | A | 19,286 | $0.00 | 19,286 | D | — · — to — | 19,286 Common Stock | (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. (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. |
| 8 | Derivative | Stock Option | 2023-07-21 | A | A | 21,198 | $0.00 | 12,198 | D | $10.00 · — to 2032-03-09 | 21,198 Common Stock | (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. (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. (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. |