Sec Form 3 Filing - Strathspey Crown Holdings Group, LLC @ AEON Biopharma, Inc. - 2023-07-21-05:00

FORM 3 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 Strathspey Crown Holdings Group, LLC 2. Issuer Name and Ticker or Trading Symbol AEON Biopharma, Inc. [ AEON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4040 MACARTHUR BOULEVARD, SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 07/21-05:00/2023 (Street) NEWPORT BEACH, CA92660 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 9,420,370 ( 1 ) ( 2 ) ( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Strathspey Crown Holdings Group, LLC 4040 MACARTHUR BOULEVARD SUITE 210 NEWPORT BEACH, CA92660 X Signatures Strathspey Crown Holdings Group, LLC, By: /s/ Andrew Lusk, Attorney-in-Fact for Robert E. Grant, Manager of Strathspey Crown Group Holdings, LLC 07/31-05:00/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects (a) 3,416,359 shares (the "Debt Conversion Lock-Up Shares") of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), issued upon the conversion of debt held by the Reporting Person, which shares are subject to a one-year lockup period from the date of issuance pursuant to the Issuer's Amended and Restated Bylaws (the "A&R Bylaws"); (b) 3,821,256 shares of Class A Common Stock issued upon the conversion of debt held by the Reporting Person, which shares are free from any lockup restrictions; and (c) 2,182,755 shares of Class A Common Stock issued upon conversion of shares of Old AEON's (as defined below) equity held by the Reporting Person, which shares are subject to a one-year lockup period from the date of issuance pursuant to the A&R Bylaws (collectively with the Debt Conversion Lock-Up Shares, the "Lock-Up Shares"). ( 2 )(continued from footnote [1]). The foregoing transactions were consummated, and all shares of Class A Common Stock held by the Reporting Person reported herein were acquired, pursuant to a business combination agreement, dated December 12, 2022, by and among Priveterra Acquisition Corp., a Delaware corporation ("Priveterra"), Priveterra Merger Sub, Inc., a wholly owned subsidiary of Priveterra ("Merger Sub"), and AEON Biopharma, Inc., a Delaware corporation ("Old AEON"), pursuant to which Merger Sub was merged with and into Old AEON, with Old AEON surviving the merger as a wholly owned subsidiary of Priveterra, effective as of July 21, 2023 (the "Closing Date"). Upon the closing of the merger, Priveterra changed its name to "AEON Biopharma, Inc." ( 3 )(continued from footnote [2]). The Reporting Person may not sell, assign, or transfer any of its Lock-Up Shares, subject to certain permitted transfers, until the earliest of (a) the one-year anniversary of the Closing Date, and (b) the date upon which there occurs the completion of a liquidation, merger, stock exchange, reorganization, or other similar transaction that results in all of the public stockholders of the Issuer having the right to exchange its Class A Common Stock for cash, securities, or other property, subject to certain conditions set forth in the A&R Bylaws.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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