SEC FORM 4

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^*

Boehler Fred W

(Last)

(First)

(Middle)

C/O AMERICOLD REALTY TRUST

10 GLENLAKE PKWY, SOUTH TOWER, SUITE 600

(Street)

ATLANTA

30328

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, President and Trustee

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2018

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest	06/12/2018		M		730,000	A	$9.81	730,000	D
Common Shares of Beneficial Interest	06/12/2018		F		511,408	D	$21.7	218,592	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$9.81	06/12/2018		M			400,000⁽¹⁾	⁽²⁾	02/06/2023	Common Shares of Beneficial Interest	400,000	$0	0	D
Stock Option	$9.81	06/12/2018		M			160,000⁽¹⁾	⁽³⁾	03/27/2024	Common Shares of Beneficial Interest	160,000	$0	40,000	D
Stock Option	$9.81	06/12/2018		M			120,000⁽¹⁾	⁽⁴⁾	12/14/2026	Common Shares of Beneficial Interest	120,000	$0	180,000	D
Stock Option	$9.81	06/12/2018		M			50,000⁽¹⁾	⁽⁵⁾	03/01/2027	Common Shares of Beneficial Interest	50,000	$0	200,000	D

Explanation of Responses:

1. On June 12, 2018, Mr. Boehler made a net exercise of 730,000 stock options, resulting in his acquisition of 218,592 common shares of Americold Realty Trust (the "Company"). The transactions described herein were pursuant to an exception to a lock-up agreement between Mr. Boehler and the underwriters with respect to the initial public offering of the Company.

2. Options to acquire common shares vested 20% each on February 4, 2014, 2015, 2016, 2017 and 2018.

3. Options to acquire common shares vested 20% each on March 27, 2015, 2016, 2017 and 2018 and remainder vest on March 27, 2019.

4. Options to acquire common shares vested 20% each on December 14, 2016 and 2017 and remainder vest ratably on December 14, 2018, 2019 and 2020.

5. Vesting of these options was contingent upon achievement of a 2016 performance target for Adjusted EBITDA for 2016, which was satisfied, so options vested 20% on January 1, 2018 and the remainder vest ratably on January 1, 2019, 2020, 2021 and 2022.

Remarks:

	/s/ Marc Smernoff, attorney-in-fact	06/14/2018
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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