0001455863-22-000027.txt : 20220310
0001455863-22-000027.hdr.sgml : 20220310
20220310163819
ACCESSION NUMBER: 0001455863-22-000027
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220308
FILED AS OF DATE: 20220310
DATE AS OF CHANGE: 20220310
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smernoff Marc
CENTRAL INDEX KEY: 0001728302
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34723
FILM NUMBER: 22729581
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
4
1
wf-form4_164694824796300.xml
FORM 4
X0306
4
2022-03-08
0
0001455863
AMERICOLD REALTY TRUST
COLD
0001728302
Smernoff Marc
C/O AMERICOLD REALTY TRUST
10 GLENLAKE PKWY, SOUTH TOWER, SUITE 600
ATLANTA
GA
30328
0
1
0
0
EVP & CFO
Common Shares of Beneficial Interest
2022-03-08
4
M
0
2297
0
A
178579
D
Common Shares of Beneficial Interest
2022-03-08
4
F
0
680
27.02
D
177899
D
Restricted Stock Units
2022-03-08
4
M
0
2297
0
D
Common Shares of Beneficial Interest
2297.0
0
D
Operating Partnership Profits Units
2022-03-08
4
A
0
10178
0
A
Common Shares of Beneficial Interest
10178.0
10178
D
Performance OP Profits Units
2022-03-08
4
A
0
30533
0
A
Common Shares of Beneficial Interest
30533.0
30533
D
Each restricted stock unit ("RSU") represents the right to acquire one common share of Americold Realty Trust. The RSUs vested one-third on each of March 8, 2020, 2021 and 2022.
Represents OP Profits Units ("OP Profits Units")of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which will vest ratably on March 8, 2023, 2024 and 2025. The 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 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 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 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 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/ James C. Snyder, Jr., attorney-in-fact
2022-03-10