Russell Scott Henderson - Mar 9, 2023 Form 3 Insider Report for AMERICOLD REALTY TRUST (COLD)

Role: EVP & Chief Investment Officer
Signature: /s/ James C. Snyder, Jr., attorney-in-fact
Stock symbol: COLD
Transactions as of: Mar 9, 2023
Transactions value $: $0
Form type: 3
Date filed: 3/13/2023, 05:23 PM
Next filing: Mar 12, 2024

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, 2023	Common Stock	4.63K	$0.00	Direct	F1, F2
holding	COLD	Performance OP Profits Units							Mar 9, 2023	Common Stock	4.63K	$0.00	Direct	F3, F4
holding	COLD	Operating Partnership Profits Units							Mar 9, 2023	Common Stock	8.2K	$0.00	Direct	F5
holding	COLD	Performance OP Profits Units							Mar 9, 2023	Common Stock	3.69K	$0.00	Direct	F4, F6
holding	COLD	Operating Partnership Profits Units							Mar 9, 2023	Common Stock	3.97K	$0.00	Direct	F2, F7
holding	COLD	Operating Partnership Profits Units							Mar 9, 2023	Common Stock	3.69K	$0.00	Direct	F2, F8
holding	COLD	Performance OP Profits Units							Mar 9, 2023	Common Stock	12.4K	$0.00	Direct	F4, F9
holding	COLD	Operating Partnership Profits Units							Mar 9, 2023	Common Stock	8.24K	$0.00	Direct	F2, F10
holding	COLD	Performance OP Profits Units							Mar 9, 2023	Common Stock	3.3K	$0.00	Direct	F4, F11

* 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"), one third of which vested on March 8, 2023 and the remainder will vest ratably on March 8, 2024 and 2025. 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, 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	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.
F5	Represents Operating Partnership Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), one-half of which vested on November 12, 2022 and the remainder will vest on November 12, 2023. The OP Profits Units were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Plan.
F6	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, 2021 - Dec 31, 2023). 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.
F7	Represents Operating Partnership Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which vested ratably on March 8, 2021, 2022, and 2023. The OP Profits Units were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Incentive Plan.
F8	Represents OP Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which vested one-third on each of March 8, 2022 and 2023 and the remainder will vest on March 8, 2024. The OP Profits Units were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Incentive Plan.
F9	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.
F10	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.
F11	Represents performance-based OP Profits Units ("Performance OP Profits Units") of the Operating Partnership. The Performance OP Profits Units were originally granted to the reporting person pursuant to the the Americold Realty Trust 2017 Equity Incentive Plan on March 8, 2020. Payout of the Performance OP Profits Units was 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 vested at the end of the 3-year period upon achievement of 83% of the pre-established TSR goal.