SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Taylor Michael Larry

(Last)

(First)

(Middle)

ADVANTAGE SOLUTIONS INC.

15310 BARRANCA PARKWAY, SUITE 100

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/28/2023

3. Issuer Name and Ticker or Trading Symbol
Advantage Solutions Inc. [ ADV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO, Retail Services

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	296,373⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Restricted Stock Unit	⁽²⁾	⁽²⁾	Class A Common Stock	5,428	⁽²⁾	D
Performance Restricted Stock Unit	⁽³⁾	⁽³⁾	Class A Common Stock	348,837	⁽³⁾	D
Stock Option	⁽⁴⁾	06/12/2033	Class A Common Stock	333,333	$2.15	D
Stock Option	⁽⁵⁾	06/12/2033	Class A Common Stock	333,333	$5	D
Stock Option	⁽⁶⁾	06/12/2033	Class A Common Stock	333,334	$10	D

Explanation of Responses:

1. Includes 210,155 restricted stock units (RSUs), each of which represents a contingent right to receive Class A Common Stock upon vesting in accordance with the applicable award.

2. Performance restricted stock units (PSUs) represent a contingent right to receive Class A Common Stock upon vesting. Subject to the achievement of a performance condition based on Revenue, the PSUs are scheduled to vest on January 4, 2024 either at 0% or 100% of the number of PSUs reported on this Form 3.

3. Performance restricted stock units (PSUs) represent a contingent right to receive Class A Common Stock upon vesting. Subject to the achievement of certain performance conditions based on Adjusted EBITDA and Revenue, the PSUs are scheduled to vest over a three-year period and may vest from 0% to 150% of the target number of PSUs reported on this Form 3.

4. The stock option will vest with respect to 200,000 shares on June 12, 2024, and with respect to the remaining shares on June 12, 2025.

5. The stock option will vest with respect to (i) 66,667 shares on June 12, 2025, (ii) 200,000 shares on June 12, 2026, and (iii) 66,666 shares on June 12, 2027.

6. The stock option will vest with respect to 133,334 shares on June 12, 2027, and with respect to the remaining shares on June 12, 2028.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Bryce Robinson, Attorney-in-Fact	01/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.