Title: A Closer Look at Model Adaptation using Feature Distortion and Simplicity Bias. Abstract: Advances in the expressivity of pretrained models have increased interest in the design of adaptation protocols which enable safe and effective transfer learning. Going beyond conventional linear probing (LP) and fine tuning (FT) strategies, protocols that can effectively control feature distortion, i.e., the failure to update features orthogonal to the in-distribution, have been found to achieve improved out-of-distribution generalization (OOD). In order to limit this distortion, the LP+FT protocol, which first learns a linear probe and then uses this initialization for subsequent FT, was proposed. However, in this paper, we find when adaptation protocols (LP, FT, LP+FT) are also evaluated on a variety of safety objectives (e.g., calibration, robustness, etc.), a complementary perspective to feature distortion is helpful to explain protocol behavior. To this end, we study the susceptibility of protocols to simplicity bias (SB), i.e. the well-known propensity of deep neural networks to rely upon simple features, as SB has recently been shown to underlie several problems in robust generalization. Using a synthetic dataset, we demonstrate the susceptibility of existing protocols to SB. Given the strong effectiveness of LP+FT, we then propose modified linear probes that help mitigate SB, and lead to better initializations for subsequent FT. We verify the effectiveness of the proposed LP+FT variants for decreasing SB in a controlled setting, and their ability to improve OOD generalization and safety on three adaptation datasets.