AMERICOLD REALTY TRUST — Director's Dealing 2023

Jan 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICOLD REALTY TRUST (COLD)
CIK: 0001455863
Period of Report: 2023-01-08

Reporting Person: NOVOSEL THOMAS C (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-08	Performance OP Profits Units	$0.0	A	3296	Acquired		Common Stock (3296.0)	Direct

Footnotes

F1: Represents performance-based OP Profits Units ("Performance OP Profits Units") of the Operating Partnership initially granted on March 8, 2020 subject to a performance-based vesting condition. Payout of the Performance OP Profits Units was 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 vested on January 8, 2023, based upon achievement of 83% of the pre-established TSR goal as approved by the Company's Compensation Committee. The Performance OP Profits Units were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Plan.

F2: 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 share of Americold Realty Trust, Inc. (the "Company") common stock (the "Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested Performance OP Profits Units into Common Units and redeem Common Units have no expiration dates.