Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001104659-25-005235 0001138646 XXXXXXXX LIVE 1 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 The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. Item 5 is hereby amended and restated to read as follows: 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. Since receiving such pro rata distributions, there have been no further transactions involving such securities as of the date of the filing of this Schedule 13D, as amended. N/A N/A Item 7 is hereby amended to add the following exhibit: 99.1 Joint Filing Agreement dated March 7, 2025. Robert J Palmisano /s/ Robert J. Palmisano Robert J. Palmisano 03/07/2025 The Palmisano Family, LLC /s/ Robert J Palmisano Robert J Palmisano/Manager 03/07/2025