Sec Form 3 Filing - Pestello Jack Anthony @ Advantage Solutions Inc. - 2023-12-28

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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
2. Issuer Name and Ticker or Trading Symbol
Advantage Solutions Inc. [ ADV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
COO, Branded Services
(Last) (First) (Middle)
ADVANTAGE SOLUTIONS INC., 15310 BARRANCA PARKWAY, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
12/28/2023
(Street)
IRVINE, CA92618
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 136,279 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Unit ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 348,837 D
Stock Option $ 2 ( 3 ) 06/01/2033 Class A Common Stock 666,666 D
Stock Option $ 5 ( 4 ) 06/01/2033 Class A Common Stock 666,667 D
Stock Option $ 10 ( 5 ) 06/01/2033 Class A Common Stock 666,667 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pestello Jack Anthony
ADVANTAGE SOLUTIONS INC.
15310 BARRANCA PARKWAY, SUITE 100
IRVINE, CA92618
COO, Branded Services
Signatures
/s/ Bryce Robinson, Attorney-in-Fact 01/04/2024
Signature of Reporting Person Date
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.

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 4(b)(v).
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