0001455863-24-000022.txt : 20240312
0001455863-24-000022.hdr.sgml : 20240312
20240312170005
ACCESSION NUMBER: 0001455863-24-000022
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: Harwell Nathan H
CENTRAL INDEX KEY: 0001800053
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34723
FILM NUMBER: 24743099
MAIL ADDRESS:
STREET 1: 4080 JENKINS ROAD
CITY: CHATTANOOGA
STATE: TN
ZIP: 37421
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_1710277195.xml
FORM 4
X0508
4
2024-03-08
0
0001455863
AMERICOLD REALTY TRUST
COLD
0001800053
Harwell Nathan H
10 GLENLAKE PARKWAY, SOUTH TOWER
SUITE 600
ATLANTA
GA
30328
0
1
0
0
EVP & Chief Legal Officer
0
Operating Partnership Profit Units
0
2024-03-08
4
A
0
9132
0
A
Common Stock
9132
9132
D
Performance OP Profits Units
0
2024-03-08
4
A
0
13699
0
A
Common Stock
13699
13699
D
Represents Operating 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
2024-03-12