UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
AdvantageSolutions 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/oAdvantage Solutions Inc.
8001 Forsyth Blvd
Suite 1025
Clayton,Missouri 63105(949)
797-2900
(Name, Address and Telephone Number of Person Authorized toReceive Notices and
Communications)
April 29, 2024
(Date of Event Which Requires Filing of This Statement)
If the filingperson 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 paperformat 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 formwith 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 ofthe 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).
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1 Names of Reporting Persons
Karman Topco L.P.
2 Check the Appropriate Box if aMember of a Group
(a)(b)
3 SEC Use Only
4 Source of Funds (SeeInstructions)
OO
5 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e)
6 Citizenship or Place ofOrganization
Delaware
NUMBER OF 7 Sole Voting Power
SHARES BENEFICIALLY
OWNED BY
EACH 180,709,086
REPORTING
PERSON
WITH
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 Amountin Row (11) Excludes Certain Shares
13 Percent of Class Represented byAmount in Row (11)
55.8%
14 Type of Reporting Person
PN
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Explanatory Note
This Amendment No. 4 amends and supplements the Statement on Schedule 13D
originally filed by Karman Topco L.P., a Delaware limitedpartnership, (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. Unlessotherwise 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 theReporting 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 proxystatement
filed with the SEC on April 23, 2024.
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(c) Except as described in Item 4, during the past 60 days neither the Reporting Person nor
any of the RelatedPersons has effected any transactions with respect to the Common Stock.
(d) None.
(e) Not applicable.
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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