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*
Charm Progress Investment Ltd

(Last) (First) (Middle)
12/F CHINA MERCHANTS BUILDING
152-155 CONNAUGHT ROAD CENTRAL

(Street)
HONG KONG F4

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2018
3. Issuer Name and Ticker or Trading Symbol
AMERICOLD REALTY TRUST [ NYSE: COLD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X 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)
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
5.0% Series B Cumulative Convertible Voting Preferred Shares (1) (1) Common Shares of Beneficial Interest 4,432,034 (1) D
Explanation of Responses:
1. In connection with the consummation of the initial public offering of Americold Realty Trust (the "Company"), all of Charm Progress Investment Limited's 5.0% Series B Cumulative Voting Preferred Shares will convert into 4,432,034 Common Shares of Beneficial Interest and cash in lieu of fractional shares. Immediately prior to the Company's initial public offering, one 5.0% Series B Cumulative Voting Preferred Share was convertible into approximately 88.64 of the Company's common shares.
Remarks:
Charm Progress Investment Limited is a party to the Shareholders Agreement, dated as of January 18, 2018, by and among the Company and the shareholders of the Company signatories thereto. Pursuant to such agreement, Charm Progress Investment Limited may be deemed to beneficially own additional shares of the Company. For the avoidance of doubt, Charm Progress Investment Limited is filing this Form 3 with respect to its direct ownership of 25,000 5.0% Series B Cumulative Voting Preferred Shares.
/s/ Marc Smernoff, attorney-in-fact 01/24/2018
** 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 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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