0001455863-24-000014.txt : 20240312 0001455863-24-000014.hdr.sgml : 20240312 20240312164838 ACCESSION NUMBER: 0001455863-24-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240308 FILED AS OF DATE: 20240312 DATE AS OF CHANGE: 20240312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHAMBERS ROBERT SCOTT CENTRAL INDEX KEY: 0001775862 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34723 FILM NUMBER: 24742916 MAIL ADDRESS: STREET 1: 11465 JOHNS CREEK PARKWAY, SUITE 400 CITY: JOHNS CREEK STATE: GA ZIP: 30097 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICOLD REALTY TRUST CENTRAL INDEX KEY: 0001455863 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction 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 4 1 wk-form4_1710276507.xml FORM 4 X0508 4 2024-03-08 0 0001455863 AMERICOLD REALTY TRUST COLD 0001775862 CHAMBERS ROBERT SCOTT 10 GLENLAKE PARKWAY SUITE 600, SOUTH TOWER ATLANTA GA 30328 0 1 0 0 President - Americas 0 Operating Partnership Profit Units 0 2024-03-08 4 A 0 16743 0 A Common Stock 16743 16743 D Performance OP Profits Units 0 2024-03-08 4 A 0 25114 0 A Common Stock 25114 25114 D Represents OP Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which will vest ratably on March 8, 2025, 2026, and 2027. 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, 2024 - Dec 31, 2026). 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 Plan. 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 be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a common share of Americold Realty Trust (the "Company") (the "Common Shares"), except that the Company may, at its election, acquire each Common Unit so presented for one Common Share. The rights to convert vested Performance OP Profits Units into Common Units and redeem Common Units have no expiration dates. /s/ Nathan H. Harwell, attorney-in-fact 2024-03-12