Sec Form 4 Filing - FISCHER JOST @ AEON Biopharma, Inc. - 2023-07-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person FISCHER JOST 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5 PARK PLAZA, SUITE 1750 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2023 (Street) IRVINE, CA92614 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 A 13,274 A 13,274 D Class A Common Stock 07/21/2023 A 2,353 A 2,353 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option $ 10 07/21/2023 A 21,974 ( 1 ) ( 2 ) ( 3 ) ( 3 ) 08/05/2030 Common Stock 21,974 $ 0 ( 1 ) 21,974 D Stock Option $ 10 07/21/2023 A 19,800 ( 1 ) ( 2 ) ( 4 ) ( 4 ) 03/05/2031 Common Stock 19,800 $ 0 ( 1 ) 19,800 D Stock Option $ 10 07/21/2023 A 21,198 ( 1 ) ( 2 ) ( 5 ) ( 5 ) 03/09/2032 Common Stock 21,198 $ 0 ( 1 ) 12,198 D Restricted Stock Units ( 6 ) 07/21/2023 A 19,286 ( 1 ) ( 6 ) ( 7 ) ( 7 ) ( 7 ) Common Stock 19,286 $ 0 ( 1 ) 19,286 D Restricted Stock Units ( 6 ) 07/21/2023 A 6,289 ( 1 ) ( 6 ) ( 8 ) ( 8 ) ( 8 ) Common Stock 6,289 $ 0 ( 1 ) 6,289 D Restricted Stock Units ( 6 ) 07/21/2023 A 35,189 ( 1 ) ( 6 ) ( 9 ) ( 9 ) ( 9 ) Common Stock 35,189 $ 0 ( 1 ) 35,189 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FISCHER JOST 5 PARK PLAZA, SUITE 1750 IRVINE, CA92614 X Signatures /s/ Alexander Wilson, Attorney-in-Fact 07/24/2023 Signature of Reporting Person Date

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 (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 )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 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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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.

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.