SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Winnall Richard Charles

(Last) (First) (Middle)
10 GLENLAKE PARKWAY SOUTH TOWER
SUITE 600

(Street)
ATLANTA GA 30328

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2022
3. Issuer Name and Ticker or Trading Symbol
AMERICOLD REALTY TRUST [ COLD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 12,669 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Units (1) (1) Common Stock 3,177 $0.0 D
Performance Restricted Stock Units (2) (2) Common Stock 2,950 $0.0 D
Performance Restricted Stock Units (3) (3) Common Stock 3,701 $0.0 D
Restricted Stock Units (4) (4) Common Stock 1,061 $0.0 D
Restricted Stock Units (5) (5) Common Stock 1,967 $0.0 D
Restricted Stock Units (6) (6) Common Stock 4,000 $0.0 D
Restricted Stock Units (7) (7) Common Stock 3,701 $0.0 D
Explanation of Responses:
1. Each performance-based restricted stock unit ("PRSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. Vesting of the PRSUs 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 PRSUs will vest, if at all, at the end of the 3-year period contingent upon the achievement of the pre-established TSR goal. The PRSUs were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Plan.
2. Each performance-based restricted stock unit ("PRSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. Vesting of the PRSUs 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 PRSUs will vest, if at all, at the end of the 3-year period contingent upon the achievement of the pre-established TSR goal. The PRSUs were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Plan.
3. Each performance-based restricted stock unit ("PRSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. Vesting of the PRSUs 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 PRSUs will vest, if at all, at the end of the 3-year period contingent upon the achievement of the pre-established TSR goal. The PRSUs were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Plan.
4. Each restricted stock unit ("RSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. The original grant was 3,177 RSUs which vested one-third on each of March 8, 2021 and 2022 and the remainder will vest on March 8, 2023.
5. Each restricted stock unit ("RSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. The original grant was 2,950 RSUs which vested one-third on March 8, 2022 and the remainder will vest ratably on March 8, 2023 and 2024.
6. Each restricted stock unit ("RSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. The RSU's will vest ratably on November 12, 2022 and 2023.
7. Each restricted stock unit ("RSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. The RSU's will vest ratably on March 8, 2023, 2024 and 2025.
Remarks:
Executive Vice President & Chief Operating Officer, International
/s/ James C. Snyder, Jr., attorney-in-fact 08/24/2022
** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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