Jack Anthony Pestello Form 3 Advantage Solutions / Jack Anthony Pestello ownership change

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^*

Pestello Jack Anthony

(Last) (First) (Middle)

ADVANTAGE SOLUTIONS INC.

15310 BARRANCA PARKWAY, SUITE 100

(Street)

IRVINE CA 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, Branded 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	136,279(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Unit	(2)	(2)	Class A Common Stock	348,837	(2)	D
Stock Option	(3)	06/01/2033	Class A Common Stock	666,666	2	D
Stock Option	(4)	06/01/2033	Class A Common Stock	666,667	5	D
Stock Option	(5)	06/01/2033	Class A Common Stock	666,667	10	D

Explanation of Responses:

1. Includes 116,279 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 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.

3. The stock option will vest with respect to 400,000 shares on June 1, 2024, and with respect to the remaining shares on June 1, 2025.

4. The stock option will vest with respect to (i) 133,334 shares on June 1, 2025, (ii) 400,000 shares on June 1, 2026, and (iii) 133,333 shares on June 1, 2027.

5. The stock option will vest with respect to 266,667 shares on June 1, 2027, and with respect to the remaining shares on June 1, 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.
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