Samantha L. Charleston - Mar 9, 2022 Form 3 Insider Report for AMERICOLD REALTY TRUST (COLD)

Role
EVP & Chief Human Resources Of
Signature
/s/ Samantha L. Charleston
Stock symbol
COLD
Transactions as of
Mar 9, 2022
Transactions value $
$0
Form type
3
Date filed
3/18/2022, 04:40 PM
Next filing
Mar 10, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding COLD Operating Partnership Profits Units Mar 9, 2022 Common Shares of Beneficial Interest 3.98K $0.00 Direct F1, F2
holding COLD Performance OP Profits Units Mar 9, 2022 Common Shares of Beneficial Interest 11.9K $0.00 Direct F3, F4, F5
holding COLD Operating Partnership Profits Units Mar 9, 2022 Common Shares of Beneficial Interest 15.4K $0.00 Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents OP Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which will vest ratably on March 8, 2023, 2024 and 2025. The OP Profits Units were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Plan.
F2 Conditioned upon minimum allocations to the capital accounts of the OP Profits Units for federal income tax purposes, each vested OP Profits Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in the Operating Partnership (a "Common Unit"). Each Common Unit acquired upon conversion of a vested OP Profits Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a common share of Americold Realty Trust (the "Company") (the "Common Shares"), except that the Company may, at its election, acquire each Common Unit so presented for one Common Share. The rights to convert vested OP Profits Units into Common Units and redeem Common Units have no expiration dates.
F3 Represents performance-based OP Profits Units ("Performance OP Profits Units") of the Operating Partnership. Payout of the Performance OP Profits Units will be determined based upon a comparison of the Company's total shareholder return ("TSR") on a relative basis to the MSCI U.S. REIT Index at the end of the applicable performance period (Jan 1, 2022 - Dec 31, 2024). The Performance OP Profits Units will vest, if at all, at the end of the 3-year period contingent upon the achievement of the pre-established TSR goal.
F4 Represents performance-based OP Profits Units ("Performance OP Profits Units") of the Operating Partnership. Payout of the Performance OP Profits Units will be determined based upon a comparison of the Company's total shareholder return ("TSR") on a relative basis to the MSCI U.S. REIT Index at the end of the applicable performance period (Jan 1, 2020 - Dec 31, 2022). The Performance OP Profits Units will vest, if at all, at the end of the 3-year period contingent upon the achievement of the pre-established TSR goal.
F5 Conditioned upon minimum allocations to the capital accounts of the Performance OP Profits Units for federal income tax purposes, each vested Performance OP Profits Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in the Operating Partnership (a "Common Unit"). Each Common Unit acquired upon conversion of a vested Performance OP Profits Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a common share of Americold Realty Trust (the "Company") (the "Common Shares"), except that the Company may, at its election, acquire each Common Unit so presented for one Common Share. The rights to convert vested Performance OP Profits Units into Common Units and redeem Common Units have no expiration dates.
F6 Represents OP Profits Units ("OP Profits Units")of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which will vest ratably on January 3, 2023 and 2024. The OP Profits Units were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Plan.