UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Advantage Solutions Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
212896104
(CUSIP Number)
Christopher Growe
Karman Topco L.P.
c/o Advantage Solutions Inc.
8001 Forsyth Blvd
Suite 1025
Clayton, Missouri 63105(949) 797-2900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 29, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| 1 | Names of Reporting Persons
Karman Topco L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
180,709,086 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
180,709,086 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
180,709,086 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
55.8% | |||||
| 14 | Type of Reporting Person
PN | |||||
Explanatory Note
This Amendment No. 4 amends and supplements the Statement on Schedule 13D originally filed by Karman Topco L.P., a Delaware limited partnership, (the “Reporting Person”), with the Securities and Exchange Commission (the “SEC”) on October 28, 2020 (as amended to date, the “Schedule 13D”), with respect to the shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of Advantage Solutions Inc., a Delaware corporation (the “Issuer”), whose principal executive office is located at 8001 Forsyth Blvd, Suite 1025, Clayton, MO 63105. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Distribution
On April 29, 2024, pursuant to the Reporting Person’s limited partnership agreement, the Reporting Person distributed an aggregate of 6,092,227 shares of Common Stock to certain of its limited partners in exchange for such limited partners’ interests in the Reporting Person.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) – (b)
| • | Amount beneficially owned: 180,709,086 |
| • | Percent of Class: 55.8% |
| • | Number of shares the Reporting Person has: |
| • | Sole power to vote or direct the vote: 180,709,086 |
| • | Shared power to vote: 0 |
| • | Sole power to dispose or direct the disposition of: 180,709,086 |
| • | Shared power to dispose or direct the disposition of: 0 |
The above percentage is based on 323,938,300 shares of Common Stock issued and outstanding as of April 5, 2024, as reported in the Issuer’s proxy statement filed with the SEC on April 23, 2024.
| (c) | Except as described in Item 4, during the past 60 days neither the Reporting Person nor any of the Related Persons has effected any transactions with respect to the Common Stock. |
| (d) | None. |
| (e) | Not applicable. |
SIGNATURES
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.
Date: May 1, 2024
| KARMAN TOPCO L.P. | ||
| By: | /s/ Bryce Robinson | |
| Name: Bryce Robinson | ||
| Title: Secretary | ||
