0001455863-23-000028.txt : 20230313
0001455863-23-000028.hdr.sgml : 20230313
20230313172348
ACCESSION NUMBER: 0001455863-23-000028
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230309
FILED AS OF DATE: 20230313
DATE AS OF CHANGE: 20230313
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Henderson Russell Scott
CENTRAL INDEX KEY: 0001967896
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34723
FILM NUMBER: 23728275
MAIL ADDRESS:
STREET 1: 10 GLENLAKE PARKWAY, SOUTH TOWER
STREET 2: SUITE 600
CITY: ATLANTA
STATE: GA
ZIP: 30328
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICOLD REALTY TRUST
CENTRAL INDEX KEY: 0001455863
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 000000000
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10 Glenlake Pkwy., Suite 800 S. Tower
CITY: Atlanta
STATE: GA
ZIP: 30328
BUSINESS PHONE: 678-441-1400
MAIL ADDRESS:
STREET 1: 10 Glenlake Pkwy., Suite 800 S. Tower
CITY: Atlanta
STATE: GA
ZIP: 30328
3
1
wf-form3_167874261159154.xml
FORM 3
X0206
3
2023-03-09
0
0001455863
AMERICOLD REALTY TRUST
COLD
0001967896
Henderson Russell Scott
10 GLENLAKE PARKWAY, SOUTH TOWER
SUITE 600
ATLANTA
GA
30328
0
1
0
0
EVP & Chief Investment Officer
Operating Partnership Profits Units
0.0
Common Stock
4626.0
D
Performance OP Profits Units
0.0
Common Stock
4626.0
D
Operating Partnership Profits Units
0.0
Common Stock
8200.0
D
Performance OP Profits Units
0.0
Common Stock
3687.0
D
Operating Partnership Profits Units
0.0
Common Stock
3971.0
D
Operating Partnership Profits Units
0.0
Common Stock
3687.0
D
Performance OP Profits Units
0.0
Common Stock
12354.0
D
Operating Partnership Profits Units
0.0
Common Stock
8236.0
D
Performance OP Profits Units
0.0
Common Stock
3296.0
D
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
/s/ James C. Snyder, Jr., attorney-in-fact
2023-03-13