AMERICOLD REALTY TRUST — Director's Dealing 2020

Mar 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICOLD REALTY TRUST (COLD)
CIK: 0001455863
Period of Report: 2020-03-08

Reporting Person: Harron James Andrew (EVP & Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-08	Common Shares of Beneficial Interest	M	1528	$31.48	Acquired	3663	Direct
2020-03-08	Common Shares of Beneficial Interest	F	529	$31.48	Disposed	3134	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-08	Restricted Stock Units	$	M	1528	Disposed		Common Shares of Beneficial Interest (1528.0)	Direct
2020-03-08	Restricted Stock Units	$	A	4447	Acquired		Common Shares of Beneficial Interest (4447.0)	Direct
2020-03-08	Performance OP Profits Units	$	A	13342	Acquired		Common Shares of Beneficial Interest (13342.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents the right to acquire one common share of Americold Realty Trust. The RSUs vested one-third on March 8, 2020 and the remainder will vest ratably on March 8, 2021 and 2022.

F2: Each restricted stock unit ("RSU") represents the right to acquire one common share of Americold Realty Trust. The RSU's will vest ratably on March 8, 2021, 2022 and 2023.

F3: Represents performance-based OP Profits Units ("Performance OP Profits Units") of Americold Realty Operating Partnership, L.P.(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, 2020 - Dec 31, 2022). 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.

F4: 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.