Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Advantage Solutions Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 (Title of Class of Securities) |
00791N201 (CUSIP Number) |
Christopher Growe c/o Advantage Solutions Inc., 7676 Forsyth Blvd., Fifth Floor St. Louis, MO, 63105 (314) 655-9333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/14/2026 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 00791N201 |
| 1 |
Name of reporting person
Karman Topco L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,998,347.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
52.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 | |
| (b) | Name of Issuer:
Advantage Solutions Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
7676 Forsyth Boulevard, Fifth Floor, St. Louis,
MISSOURI
, 63105. | |
Item 1 Comment:
This Amendment No. 5 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 7676 Forsyth Blvd., Fifth Floor, St. Louis, 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 2. | Identity and Background | |
| (a) | The Schedule 13D is being filed by Karman Topco L.P., a Delaware limited partnership, (the "Reporting Person"). The directors of the Reporting Person are Adam Levyn, Christopher Baldwin, Tiffany Han, Timothy Flynn and Xiaofeng Yao (collectively, the "Related Persons"). No person or entity has the right to appoint a majority of the Reporting Person's directors. | |
| (b) | The business address of the Reporting Person and each of the Related Persons is c/o Advantage Solutions Inc., 7676 Forsyth Blvd, Fifth Floor, St. Louis, MO 63105. | |
| (c) | The Reporting Person is principally engaged in the business of managing its investment in the securities of the Issuer. The present principal occupation of each of the Related Persons is as follows: - Adam Levyn is a Partner of Leonard Green & Partners, L.P.; - Christopher Baldwin is a Managing Partner of CVC Capital Partners; - Tiffany Han is a Managing Director of CVC Capital Partners; - Timothy Flynn is an Advisory Partner of Leonard Green & Partners, L.P.; and - Xiaofeng Yao is President and Chief Commercial Officer of VXI Global Solutions, LLC. | |
| (d) | During the last five years, neither the Reporting Persons nor any Related Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, neither the Reporting Persons nor any Related Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is incorporated in the State of Delaware. Each of the Related Persons is a citizen of the United States. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Distribution On May 14, 2026, the Reporting Person distributed 190,324 shares of Common Stock to certain of the Reporting Person's limited partners in exchange for cancelling such limited partners interests held in the Reporting Person. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is amended and restated in its entirety as follows: Amount beneficially owned: 6,998,347 Percent of Class: 52.6% Number of shares the Reporting Person has: o Sole power to vote or direct the vote: 6,998,347 o Shared power to vote: 0 o Sole power to dispose or direct the disposition of: 6,998,347 o Shared power to dispose or direct the disposition of: 0 | |
| (b) | The above percentage is based on 13,295,280 shares of Common Stock issued and outstanding as of May 5, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, and reflects the 1-for-25 reverse stock split of the Common Stock effective as of March 26, 2026. | |
| (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. | |
| SIGNATURE | |
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.
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