SCHEDULE 13D/A: Robert J. Palmisano and Family Entity Disclose 5.7% Stake in AEON Biopharma

Sentiment:

Beneficial Ownership Disclosure


Robert J. Palmisano and The Palmisano Family, LLC have filed an amended Schedule 13D, revealing a beneficial ownership of 2,265,000 shares, representing approximately 5.7% of AEON Biopharma, Inc.'s Class A Common Stock.

Summary

  • Robert J. Palmisano and The Palmisano Family, LLC collectively beneficially own 2,265,000 shares of AEON Biopharma, Inc.'s Class A Common Stock.
  • This ownership represents approximately 5.67% of the Company's outstanding shares, based on 39,970,693 shares outstanding as of November 11, 2024.
  • The shares were acquired through pro rata distributions from Priveterra, with 1,115,000 shares received on July 19, 2024, and an additional 1,150,000 shares on July 25, 2024.
  • Mr. Palmisano, as the sole manager of The Palmisano Family, LLC, holds sole investment and voting power over these shares.
  • An RSU Award of 36,021 shares granted to Mr. Palmisano on August 31, 2024, is not included in the beneficial ownership calculation for this filing as it does not vest within 60 days of the Schedule 13D filing date.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in sentiment. It provides no positive or negative operational or financial news about the company itself, only an update on a significant shareholder's position.

Positives

  • A key individual, Robert J. Palmisano, and his family entity have established a significant beneficial ownership stake of 5.7% in AEON Biopharma, Inc., potentially signaling confidence in the company's future.

Future Outlook

The document notes that 36,021 shares underlying an RSU Award granted to Mr. Palmisano on August 31, 2024, will vest in full on the second anniversary of the grant date, subject to his continued service to the Issuer.

Industry Context

This filing is a standard disclosure of a significant ownership stake by an individual and related entity in a publicly traded company, which is a routine event in the financial markets and does not directly relate to broader industry trends beyond the specific company's ownership structure.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Joint Filing AgreementA Joint Filing Agreement dated March 7, 2025, was executed by Robert J. Palmisano and The Palmisano Family, LLC, agreeing to jointly file the Schedule 13D and any amendments.03/07/2025Formalizes the joint reporting responsibility for beneficial ownership, ensuring compliance with SEC regulations for related reporting persons.

Related Party Transactions

  • The Palmisano Family, LLC received pro rata distributions of shares from Priveterra on July 19, 2024, and July 25, 2024. While Priveterra is not explicitly defined as a related party to AEON Biopharma in this document, the distribution of shares to a significant shareholder's family entity could be considered a related transaction in a broader context.

Stakeholder Impact

  • Shareholders: The disclosure of a significant beneficial ownership stake by Robert J. Palmisano, a key individual, may be viewed positively as a sign of insider confidence in the company's long-term prospects.

Next Steps

  • The RSU Award of 36,021 shares granted to Mr. Palmisano is expected to vest in full on August 31, 2026 (the second anniversary of the Grant Date), contingent on his continued service to AEON Biopharma, Inc.

Key Dates

DateDescription
07/19/2024The Palmisano Family, LLC received a pro rata distribution of 1,115,000 shares from Priveterra.
07/25/2024Date of event requiring the initial Schedule 13D filing; The Palmisano Family, LLC received a pro rata distribution of 1,150,000 shares from Priveterra.
08/31/2024Grant Date of Restricted Stock Unit (RSU) Award for 36,021 shares to Mr. Palmisano.
11/11/2024Date as of which 39,970,693 shares outstanding were reported for beneficial ownership calculation.
11/13/2024Date of Issuer's Quarterly Report on Form 10-Q, which reported shares outstanding.
03/07/2025Filing date of Amendment No. 1 to Schedule 13D and the Joint Filing Agreement.

Keywords

AEON Biopharma, Robert J Palmisano, The Palmisano Family LLC, Beneficial Ownership, Schedule 13D, Stock Ownership, SEC Filing, Class A Common Stock

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