Robert Scott Chambers - Mar 8, 2023 Form 4 Insider Report for AMERICOLD REALTY TRUST (COLD)

Role
EVP, Chief Commercial Officer
Signature
James C. Snyder, Jr., as attorney-in-fact
Stock symbol
COLD
Transactions as of
Mar 8, 2023
Transactions value $
$0
Form type
4
Date filed
3/10/2023, 03:17 PM
Previous filing
Jan 10, 2023
Next filing
Nov 29, 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 Operating Partnership Profits Units Award $0 +14.8K $0.00 14.8K Mar 8, 2023 Common Stock 14.8K $0.00 Direct F1, F2
transaction COLD Performance OP Profits Units Award $0 +22.2K $0.00 22.2K Mar 8, 2023 Common Stock 22.2K $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 Operating Partnership 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.
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, 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 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, 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.
F4 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.