SEC Form SCHEDULE 13D filed by AEON Biopharma Inc.
$AEON
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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AEON Biopharma, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
00791X100 (CUSIP Number) |
Robert J Palmisano 5 PARK PLAZA, SUITE 1750 IRVINE, CA, 92614 617 930 3850 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/25/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 00791X100 |
| 1 |
Name of reporting person
Robert J Palmisano | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,265,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of 2,265,000 shares of Common Stock held by The Palmisano Family, LLC, of which Mr. Palmisano is the sole manager; percentage based on 39,970,693 shares outstanding as of November 11, 2024, as reported in Issuer's Quarterly Report on Form 10-Q filed on November 13, 2024.
SCHEDULE 13D
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| CUSIP No. | 00791X100 |
| 1 |
Name of reporting person
The Palmisano Family, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,265,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percentage based on 39,970,693 shares outstanding as of November 11, 2024, as reported in Issuer's Quarterly Report on Form 10-Q filed on November 13, 2024; Reporting Person is a limited liability company.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
AEON Biopharma, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
5 Park Plaza, Suite 1750, Irvine,
CALIFORNIA
, 92614. |
| Item 2. | Identity and Background |
| (a) | Robert J Palmisano, an individual residing in Florida. The Palmisano Family, LLC, a Florida limited liability company. Mr. Palmisano is sole manager of The Palmisano Family, LLC. |
| (b) | Mr. Palmisano's business address is 5 Park Plaza, Suite 1750, Irvine, CA 92614. The principal office for The Palmisano Family, LLC is located at 2623 Delmar Place, Fort Lauderdale FL 33301. |
| (c) | Mr. Palmisano serves as a director of the Issuer. |
| (d) | N/A |
| (e) | N/A |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Palmisano Family, LLC holds 2,265,000 shares of Class A Common Stock pursuant to pro rata distributions from Priveterra Sponsor, LLC, a Delaware limited liability company ("Priveterra"), to its members. As a member of Priveterra, The Palmisano Family, LLC received its pro rata distributions on July 19, 2024, as to 1,115,000 shares, and on July 25, 2024, as to 1,150,000 shares. The source of funds to purchase The Palmisano Family, LLC's membership in Priveterra was cash on hand in 2021. | |
| Item 4. | Purpose of Transaction |
The Palmisano Family, LLC holds its shares of Common Stock for investment purposes. The Palmisano Family, LLC may, from time to time, depending on market conditions and other considerations, purchase additional shares or dispose of some or all of the shares held by The Palmisano Family, LLC. Additionally, Mr. Palmisano has in the past acquired, and may in the future acquire, shares, stock options, RSUs or other rights to purchase securities of the Company in the ordinary course of business in connection with his services as a director of the Company. Other than (i) as set forth herein, or (ii) in Mr. Palmisano's capacity as a director of the Company, Mr. Palmisano has no current plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D.
Other than (i) as set forth herein, or (ii) in Mr. Palmisano's capacity as a director of the Company, Mr. Palmisano has no current plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Palmisano has sole investment or voting power with respect to 2,265,000 shares of Common Stock held by The Palmisano Family, LLC, of which Mr. Palmisano is the sole manager. In aggregate, The Palmisano Family, LLC and Mr. Palmisano may be deemed to beneficially own 2,265,000 shares of Common Stock, which reflects an approximate 5.67% beneficial ownership of the Company (based upon 39,970,693 shares outstanding as of November 11, 2024, as reported in Issuer's Quarterly Report on Form 10-Q filed on November 13, 2024).
Excluded from Mr. Palmisano' beneficial ownership are 36,021 shares of Common Stock underlying an award of restricted stock units, relating to 36,021 shares of Class A Common Stock, granted on August 31, 2024 (the "Grant Date"), which vests in full on the second anniversary of the Grant Date, related to and subject to his continued service to the Issuer through the applicable vesting date (the "RSU Award").
Such shares underlying the RSU Award are reported as shares of Common Stock beneficially owned by Mr. Palmisano in his Section 16 reports pursuant to applicable provisions of Section 16 of the Exchange Act and positions taken by the SEC; however, such RSUs do not vest within 60 days of the date of this Schedule 13D and are therefore not included as beneficially owned by Mr. Palmisano in this Schedule 13D. |
| (b) | Mr. Palmisano has sole power with respect to 2,265,000 shares as the sole manager or The Palmisano Family, LLC. |
| (c) | As a member of Priveterra, The Palmisano Family, LLC received its pro rata distributions on July 19, 2024, as to 1,115,000 shares, and on July 25, 2024, as to 1,150,000 shares. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
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.
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