AMERICOLD REALTY TRUST — Director's Dealing 2021

Mar 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICOLD REALTY TRUST (COLD)
CIK: 0001455863
Period of Report: 2021-03-08

Reporting Person: Rodriguez Carlos V (EVP and COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-08	Operating Partnership Profits Units	$	A	8112	Acquired		Common Shares of Beneficial Interest (8112.0)	Direct
2021-03-08	Performance OP Profits Units	$	A	24336	Acquired		Common Shares of Beneficial Interest (24336.0)	Direct

Footnotes

F1: Represents OP Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which will vest ratably on March 8, 2022, 2023 and 2024. The OP Profits Units were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Incentive Plan.

F2: 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 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 OP Profits Units into Common Units and redeem Common Units have no expiration dates.

F3: Represents performance-based OP Profits Units ("Performance OP Profits Units")of the Operating Partnership. Vesting 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, 2021 - Dec 31, 2023). 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.