Marc Smernoff - Mar 8, 2023 Form 4 Insider Report for AMERICOLD REALTY TRUST (COLD)

Role: EVP & CFO
Signature: /s/ Marc J. Smernoff
Stock symbol: COLD
Transactions as of: Mar 8, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/10/2023, 03:16 PM
Previous filing: Jan 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
transaction	COLD	Performance OP Profits Units	Award	$0	+22.2K		$0.00	22.2K	Mar 8, 2023	Common Stock	22.2K	$0.00	Direct	F1, F2
transaction	COLD	Operating Partnership Profits Units	Award	$0	+14.8K		$0.00	14.8K	Mar 8, 2023	Common Stock	14.8K	$0.00	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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, 2023 - Dec 31, 2025). 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. The Performance OP Profits Units were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Incentive Plan.
F2	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, at the election of the holder, be presented for redemption for cash equal to the then fair market value of a share of Americold Realty Trust, Inc. (the "Company") common stock (the "Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested Performance OP Profits Units into Common Units and redeem Common Units have no expiration dates.
F3	Represents OP Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which will vest ratably on March 8, 2024, 2025, and 2026. The OP Profits Units were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Incentive Plan.
F4	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, at the election of the holder, be presented for redemption for cash equal to the then fair market value of a share of Americold Realty Trust, Inc. (the "Company") common stock (the "Common Shares"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested OP Profits Units into Common Units and redeem Common Units have no expiration dates.