Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D 0001138646 XXXXXXXX LIVE Class A Common Stock 07/25/2024 false 0001837607 00791X100 AEON Biopharma, Inc. 5 Park Plaza Suite 1750 Irvine CA 92614 Robert J Palmisano 617 930 3850 5 PARK PLAZA SUITE 1750 IRVINE CA 92614 0001138646 N Robert J Palmisano PF N X1 2265000.00 0.00 2265000.00 0.00 2265000.00 N 5.7 IN 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. Y The Palmisano Family, LLC PF N FL 2265000.00 0.00 2265000.00 0.00 2265000.00 N 5.7 OO 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. Class A Common Stock AEON Biopharma, Inc. 5 Park Plaza Suite 1750 Irvine CA 92614 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. 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. Mr. Palmisano serves as a director of the Issuer. N/A N/A United States 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. 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. 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. Mr. Palmisano has sole power with respect to 2,265,000 shares as the sole manager or The Palmisano Family, LLC. 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. N/A N/A N/A N/A Robert J Palmisano /s/ Robert J. Palmisano Robert J. Palmisano 01/22/2025 The Palmisano Family, LLC /s/ Robert J Palmisano Robert J Palmisano/Manager 01/22/2025