SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BURKLE RONALD W

(Last) (First) (Middle)
C/O THE YUCAIPA COMPANIES
9130 WEST SUNSET BOULEVARD

(Street)
LOS ANGELES CA 90069

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICOLD REALTY TRUST [ COLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest 01/23/2018 M(1) 18,574,619 A $9.81 87,917,388 I See footnotes 2 and 3 and Remarks below(2)(3)
Common Shares of Beneficial Interest 01/23/2018 F(1) 12,147,801 D $15 75,769,587 I See footnotes 2 and 3 and Remarks below(2)
Common Shares of Beneficial Interest 01/23/2018 S 13,581,284 D $14.904 62,188,303 I See footnotes 2 and 3 and Remarks below(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common shares purchase warrants dated December 10, 2009 $9.81 01/23/2018 M 18,574,619 12/10/2009 (4) Common Shares of Beneficial Interest 18,574,619 $0.00 0 I See footnotes 2 and 3 and Remarks below
1. Name and Address of Reporting Person*
BURKLE RONALD W

(Last) (First) (Middle)
C/O THE YUCAIPA COMPANIES
9130 WEST SUNSET BOULEVARD

(Street)
LOS ANGELES CA 90069

(City) (State) (Zip)
1. Name and Address of Reporting Person*
YF Art Holdings, L.P.

(Last) (First) (Middle)
C/O THE YUCAIPA COMPANIES
9130 WEST SUNSET BOULEVARD

(Street)
LOS ANGELES CA 90069

(City) (State) (Zip)
1. Name and Address of Reporting Person*
YF Art Holdings GP, LLC

(Last) (First) (Middle)
C/O THE YUCAIPA COMPANIES
9130 WEST SUNSET BOULEVARD

(Street)
LOS ANGELES CA 90069

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Yucaipa American Alliance Fund I, LP

(Last) (First) (Middle)
C/O THE YUCAIPA COMPANIES
9130 WEST SUNSET BOULEVARD

(Street)
LOS ANGELES CA 90069

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Yucaipa American Alliance Fund I, LLC

(Last) (First) (Middle)
C/O THE YUCAIPA COMPANIES
9130 WEST SUNSET BOULEVARD

(Street)
LOS ANGELES CA 90069

(City) (State) (Zip)
1. Name and Address of Reporting Person*
YUCAIPA AMERICAN FUNDS, LLC

(Last) (First) (Middle)
C/O THE YUCAIPA COMPANIES
9130 WEST SUNSET BOULEVARD

(Street)
LOS ANGELES CA 90069

(City) (State) (Zip)
1. Name and Address of Reporting Person*
YUCAIPA AMERICAN MANAGEMENT, LLC

(Last) (First) (Middle)
C/O THE YUCAIPA COMPANIES
9130 WEST SUNSET BOULEVARD

(Street)
LOS ANGELES CA 90069

(City) (State) (Zip)
Explanation of Responses:
1. Represents the cashless exercise of common share purchase warrants (the "Warrants") held by YF Art Holdings, L.P. ("YFA") to purchase 18,574,619 common shares of beneficial interest, par value $0.01 per share, of the Issuer ("Common Shares"). Pursuant to the terms of the Warrants, the Issuer withheld 12,147,801 Common Shares to pay the exercise price, and issued 6,426,818 Common Shares to YFA.
2. All securities reported on this Form 4 are held by YFA.
3. Under the shareholders agreement between the Issuer and the shareholders of the Issuer party thereto in effect as of the closing of the initial public offering of the Issuer, YFA has the right to designate, and has designated, two trustees to the board of trustees of the Issuer (the "Board"). Each of Jeffrey M. Gault and Joel A. Holsinger serves on the Board as a representative of YFA. As a result, YFA may be deemed a director by deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16").
4. The Warrants expire on the earliest to occur of (i) 5:00 p.m. New York time on January 31, 2019, (ii) the closing of a qualified sale transaction and (iii) the closing of a qualified initial public offering.
Remarks:
This Form 4 is jointly filed by (i) YFA, (ii) YF ART Holdings GP, LLC ("YFA GP"), (iii) Yucaipa American Alliance Fund I, LP ("YAAF I"), (iv) Yucaipa American Alliance Fund I, LLC ("YAAF I LLC"), (v) Yucaipa American Funds, LLC ("Yucaipa American Funds"), (vi) Yucaipa American Management, LLC ("Yucaipa American" and, together with YFA, YFA GP, YAAF I, YAAF I LLC, and Yucaipa American Funds, the "Yucaipa Entities"), and (vii) Ronald W. Burkle. YFA GP is the general partner of YFA. YAAF I is the managing member of YFA GP. YAAF I LLC is the general partner of YAAF I. Yucaipa American Funds is the managing member of YAAF I LLC. Yucaipa American is the managing member of Yucaipa American Funds. Mr. Burkle is the managing member of Yucaipa American. Each of Mr. Burkle, YFA GP, YAAF I, YAAF I LLC, Yucaipa American Funds, and Yucaipa American, by virtue of their direct or indirect control of YFA, may be deemed to beneficially own some or all of the securities reported as being held by YFA. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16, or for any other purpose. CF Cold LP, a limited partner of YFA, is not controlled by Mr. Burkle and may file reports under Section 16 separately from Mr. Burkle and the Yucaipa Entities with respect to the securities reported herein.
/s/ Ronald W. Burkle (on behalf of himself and the other reporting persons) 01/25/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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