0000950103-23-010810.txt : 20230726 0000950103-23-010810.hdr.sgml : 20230726 20230726170650 ACCESSION NUMBER: 0000950103-23-010810 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230721 FILED AS OF DATE: 20230726 DATE AS OF CHANGE: 20230726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PALMISANO ROBERT J CENTRAL INDEX KEY: 0001138646 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40021 FILM NUMBER: 231114363 MAIL ADDRESS: STREET 1: 110 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02173 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Malik Vikram CENTRAL INDEX KEY: 0001730123 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40021 FILM NUMBER: 231114362 MAIL ADDRESS: STREET 1: 17901 VON KARMAN AVENUE, SUITE 150 CITY: IRVINE STATE: CA ZIP: 92614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grodnensky Oleg CENTRAL INDEX KEY: 0001843167 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40021 FILM NUMBER: 231114364 MAIL ADDRESS: STREET 1: 300 SE 2ND STREET STREET 2: SUITE 600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Priveterra Sponsor, LLC CENTRAL INDEX KEY: 0001843128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40021 FILM NUMBER: 231114365 BUSINESS ADDRESS: STREET 1: 300 SE 2ND STREET STREET 2: SUITE 600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 754-220-9229 MAIL ADDRESS: STREET 1: 300 SE 2ND STREET STREET 2: SUITE 600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AEON Biopharma, Inc. CENTRAL INDEX KEY: 0001837607 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 853940478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 PARK PLAZA STREET 2: SUITE 1750 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: (949) 354-6499 MAIL ADDRESS: STREET 1: 5 PARK PLAZA STREET 2: SUITE 1750 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: Priveterra Acquisition Corp. DATE OF NAME CHANGE: 20201222 4 1 dp197251_4-psllc.xml FORM 4 X0508 4 2023-07-21 0 0001837607 AEON Biopharma, Inc. AEON 0001843128 Priveterra Sponsor, LLC C/O PRIVETERRA ACQUISITION CORP 300 SE 2ND STREET, SUITE 600 FORT LAUDERDALE FL 33301 0 0 1 0 0001843167 Grodnensky Oleg C/O PRIVETERRA ACQUISITION CORP. 300 SE 2ND STREET, SUITE 600 FORT LAUDERDALE FL 33301 0 0 1 0 0001138646 PALMISANO ROBERT J C/O PRIVETERRA ACQUISITION CORP. 300 SE 2ND STREET, SUITE 600 FORT LAUDERDALE FL 33301 1 0 1 0 0001730123 Malik Vikram C/O PRIVETERRA ACQUISITION CORP. 300 SE 2ND STREET, SUITE 600 FORT LAUDERDALE FL 33301 0 0 1 0 0 Class A Common Stock 2023-07-21 4 C 0 6900000 A 6900000 D Class A Common Stock 2023-07-21 4 C 0 89163 A 6989163 I Held by Vikram Malik Class B Common Stock 2023-07-21 4 C 0 6900000 D Common Stock 6900000 0 D Private Placement Warrants 2023-07-21 4 A 0 5280000 D Common Stock 5280000 0 D Stock Options 2023-07-21 4 C 0 38824 A Stock Options 38824 38824 I Held by Oleg Grodnensky Stock Options 2023-07-21 4 C 0 38824 A Stock Options 38824 38824 I Held by Vikram Malik Stock Options 2023-07-21 4 C 0 21974 A Stock Options 21974 21974 I Held by Vikram Malik Stock Options 2023-07-21 4 C 0 19800 A Stock Options 19800 19800 I Held by Vikram Malik Stock Options 2023-07-21 4 C 0 21198 A Stock Options 21198 21198 I Held by Vikram Malik Stock Options 2023-07-21 4 C 0 7765 A Stock Options 7765 7765 I Held by Vikram Malik Restricted Stock Units 2023-07-21 4 C 0 77453 A Stock Options 77453 77453 I Held by Vikram Malik 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. 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. 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); (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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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 2023-07-26 By: /s/ Oleg Grodnensky 2023-07-26 By: /s/ Robert Palmisano 2023-07-26 By: /s/ Vikram Malik 2023-07-26