Sec Form 4 Filing - Wilson Alexander Blair @ 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

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1. Name and Address of Reporting Person Wilson Alexander Blair 2. Issuer Name and Ticker or Trading Symbol AEON Biopharma, Inc. [ AEON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CLO and Corporate Secretary (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

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 77,647 ( 1 ) ( 2 ) ( 3 ) ( 3 ) 08/23/2031 Common Stock 77,647 $ 0 ( 1 ) 77,647 D Stock Option $ 10 07/21/2023 A 12,656 ( 1 ) ( 2 ) ( 4 ) ( 4 ) 10/20/2031 Common Stock 12,656 $ 0 ( 1 ) 12,656 D Stock Option $ 10 07/21/2023 A 106,609 ( 1 ) ( 2 ) ( 5 ) ( 5 ) 03/09/2032 Common Stock 106,609 $ 0 ( 1 ) 106,609 D Restricted Stock Units ( 7 ) 07/21/2023 A 81,428 ( 1 ) ( 6 ) ( 7 ) ( 7 ) ( 7 ) Common Stock 81,428 $ 0 ( 1 ) 81,428 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilson Alexander Blair 5 PARK PLAZA, SUITE 1750 IRVINE, CA92614 CLO and Corporate Secretary Signatures /s/ Alexander Wilson 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, 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 23, 2021, which vests in four yearly installments from August 9, 2021, subject to the reporting person's continued service through the applicable vesting date. ( 4 )Represents an award of stock options on October 20, 2021, which vests in four yearly installments from October 20, 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 four yearly 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 four yearly installments from April 26, 2023, subject to the reporting person's continued service through the applicable vesting 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).

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