AMERICOLD REALTY TRUST — Director's Dealing 2018

Jan 19, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AMERICOLD REALTY TRUST (COLD)
CIK: 0001455863
Period of Report: 2018-01-18

Reporting Person: Gross Bradley J. (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
5.0% Series B Cumulative Convertible Voting Preferred Shares	$		Common Shares (28808224)		Indirect

Footnotes

F1: The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 28,808,224 common shares, par value $0.01 per share ("Common Shares") of Americold Realty Trust (the "Issuer") by reason of the beneficial ownership of 325,000 shares of the 5.00% Series B Cumulative Convertible Voting Preferred Shares (the "Preferred Shares") by certain investment partnerships (the "GS Funds") because affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Funds. Goldman Sachs is the investment manager of certain of the GS Funds.

F3: In connection with the consummation of the initial public offering of the Issuer, all of the GS Funds' Preferred Shares will convert into 28,808,224 Common Shares and the payment of cash in lieu of fractional shares, based on a conversion price of $11.2815.