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AMERICOLD REALTY TRUST Director's Dealing 2018

Jan 26, 2018

31243_dirs_2018-01-25_7ec71154-4021-4b42-9732-0d55924233d4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICOLD REALTY TRUST (COLD)
CIK: 0001455863
Period of Report: 2018-01-23

Reporting Person: Fortress Investment Group LLC (10% Owner)
Reporting Person: FIG Corp. (10% Owner)
Reporting Person: Fortress Operating Entity I LP (10% Owner)
Reporting Person: Hybrid GP Holdings LLC (10% Owner)
Reporting Person: FIG LLC (10% Owner)
Reporting Person: CF Cold GP LLC (10% Owner)
Reporting Person: CF Cold LP (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-01-23 Common Shares of Beneficial Interest M 18574619 $9.81 Acquired 87917388 Indirect
2018-01-23 Common Shares of Beneficial Interest F 12147801 $15.00 Disposed 75769587 Indirect
2018-01-23 Common Shares of Beneficial Interest S 13581284 $14.904 Disposed 62188303 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-01-23 Warrants to purchase Common Shares $9.81 M 18574619 Disposed Common Shares of Beneficial Interest (18574619) Indirect

Footnotes

F1: Represents the cashless exercise of Warrants to purchase 18,574,619 Common Shares of Beneficial Interest ("Common Shares") by YF ART Holdings, L.P., a Delaware limited partnership ("YFA"). Pursuant to the terms of the Warrants, the Issuer withheld 12,147,801 Common Shares to pay the exercise price, and issued 6,426,818 Common Shares to YFA.

F2: Securities held through YFA. YFA is not controlled by the reporting persons and may file separate reports under Section 16. Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.

F3: The Warrants to purchase Common Shares expire on the earliest to occur of (i) 5:00 p.m. New York time on January 31, 2019, (ii) the closing of a qualified sale transaction and (iii) the closing of a qualified initial public offering.