AMERICOLD REALTY TRUST — Director's Dealing 2018

Jan 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BURKLE RONALD W (Director, 10% Owner)
Reporting Person: YF Art Holdings, L.P. (Director, 10% Owner)
Reporting Person: YF Art Holdings GP, LLC (Director, 10% Owner)
Reporting Person: Yucaipa American Alliance Fund I, LP (Director, 10% Owner)
Reporting Person: Yucaipa American Alliance Fund I, LLC (Director, 10% Owner)
Reporting Person: YUCAIPA AMERICAN FUNDS, LLC (Director, 10% Owner)
Reporting Person: YUCAIPA AMERICAN MANAGEMENT, LLC (Director, 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	Common shares purchase warrants dated December 10, 2009	$9.81	M	18574619	Disposed		Common Shares of Beneficial Interest (18574619)	Indirect

Footnotes

F1: Represents the cashless exercise of common share purchase warrants (the "Warrants") held by YF Art Holdings, L.P. ("YFA") to purchase 18,574,619 common shares of beneficial interest, par value $0.01 per share, of the Issuer ("Common Shares"). 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: All securities reported on this Form 4 are held by YFA.

F3: Under the shareholders agreement between the Issuer and the shareholders of the Issuer party thereto in effect as of the closing of the initial public offering of the Issuer, YFA has the right to designate, and has designated, two trustees to the board of trustees of the Issuer (the "Board"). Each of Jeffrey M. Gault and Joel A. Holsinger serves on the Board as a representative of YFA. As a result, YFA may be deemed a director by deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16").

F4: The Warrants 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.