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