Amendment: SEC Form SC 13G/A filed by AirSculpt Technologies Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934 

(AMENDMENT NO. 3)

Check the Appropriate box to designate the rule pursuant to which this schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Consists of 14,387,478 shares of Common Stock held directly by Dr. Rollins and 324,568 shares of Common Stock underlying restricted stock units that will vest within 60 days of September 30, 2024.

(2) This percentage is calculated based on 57,882,284 shares of Common Stock outstanding as of November 7, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 8, 2024, and assuming the issuance of 324,568 shares of Common Stock underlying restricted stock units that will vest within 60 days of September 30, 2024 for an aggregate 58,206,852 shares of Common Stock outstanding.

Item 1 (a). Name of Issuer:

AirSculpt Technologies, Inc.

Item 1 (b). Address of Issuer's Principal Executive Offices:

c/o AirSculpt Technologies, Inc.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139

Item 2 (a). Name of Person Filing:

The person filing this statement is Aaron Rollins.

Item 2 (b). Address of Principal Business Office or, if None, Residence:

c/o AirSculpt Technologies, Inc.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139

Item 2 (c). Citizenship:

Aaron Rollins is a United States citizen.

Item 2 (d). Title of Class of Securities:

Common Stock, $0.001 par value per share.

Item 2 (e). CUSIP Number:

009496100

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3):

(j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

(a) Amount beneficially owned: 14,712,046

(b) Percent of class: 25.28%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 14,712,046

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 14,712,046

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class.

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certification.

N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 8, 2024