Amended Statement of Ownership (sc 13g/a)
19 Januar 2022 - 05:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Americold Realty Trust
(Name of Issuer)
Common Shares of Beneficial Interest, $0.01 par
value per share
(Title of Class of Securities)
03064D108
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
|
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY)
(ENTITIES ONLY):
APG Asset Management US Inc.
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 |
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SOLE VOTING POWER
0
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6 |
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SHARED VOTING POWER
20,285,800
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7 |
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SOLE DISPOSITIVE POWER
0
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8 |
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SHARED DISPOSITIVE POWER
20,285,800
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,285,800
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%*
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12 |
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TYPE OF REPORTING PERSON
CO, IA
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* |
Based on 266,769,465 Common Shares outstanding as of
November 3, 2021, as reported in the Issuer’s Report on Form 10-Q
for the period ended September 30, 2021 filed with the Securities
and Exchange Commission on November 5, 2021.
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2
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY)
(ENTITIES ONLY):
APG Asset Management, N.V.
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of the Netherlands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5 |
|
SOLE VOTING POWER
0
|
|
6 |
|
SHARED VOTING POWER
20,285,800
|
|
7 |
|
SOLE DISPOSITIVE POWER
0
|
|
8 |
|
SHARED DISPOSITIVE POWER
20,285,800
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,285,800
|
10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%*
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12 |
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TYPE OF REPORTING PERSON
CO
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* |
Based on 266,769,465 Common Shares outstanding as of
November 3, 2021, as reported in the Issuer’s Report on Form 10-Q
for the period ended September 30, 2021 filed with the Securities
and Exchange Commission on November 5, 2021.
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3
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY)
(ENTITIES ONLY):
APG Groep, N.V.
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☒
|
3 |
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SEC USE ONLY
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of the Netherlands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5 |
|
SOLE VOTING POWER
0
|
|
6 |
|
SHARED VOTING POWER
20,285,800
|
|
7 |
|
SOLE DISPOSITIVE POWER
0
|
|
8 |
|
SHARED DISPOSITIVE POWER
20,285,800
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,285,800
|
10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%*
|
12 |
|
TYPE OF REPORTING PERSON
CO
|
* |
Based on 266,769,465 Common Shares outstanding as of
November 3, 2021, as reported in the Issuer’s Report on
Form 10-Q for the
period ended September 30, 2021 filed with the Securities and
Exchange Commission on November 5, 2021.
|
4
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY)
(ENTITIES ONLY):
Stichting Pensioenfonds ABP
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☒
|
3 |
|
SEC USE ONLY
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of the Netherlands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5 |
|
SOLE VOTING POWER
0
|
|
6 |
|
SHARED VOTING POWER
20,285,800
|
|
7 |
|
SOLE DISPOSITIVE POWER
0
|
|
8 |
|
SHARED DISPOSITIVE POWER
20,285,800
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,285,800
|
10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%*
|
12 |
|
TYPE OF REPORTING PERSON
EP
|
* |
Based on 266,769,465 Common Shares outstanding as of
November 3, 2021, as reported in the Issuer’s Report on
Form 10-Q for the
period ended September 30, 2021 filed with the Securities and
Exchange Commission on November 5, 2021.
|
5
AMENDMENT NO. 2 TO SCHEDULE 13G
Reference is hereby made to the statement on Schedule 13G filed
with the Securities and Exchange Commission by the Reporting
Persons with respect to the Common Stock of the Issuer on
October 15, 2020 and Amendment No. 1 thereto filed on
January 19, 2021 (as so amended, the “Schedule 13G”). Terms
defined in the Schedule 13G are used herein as so defined.
The following Item of the Schedule 13G is hereby amended and
restated as follows:
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ITEM 4. |
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Ownership:
The information requested in this item is incorporated herein by
reference to the cover pages to this Amendment No. 2 to
Schedule 13G.
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APG Asset Management, N.V. (“APG NL”) is
wholly-owned by APG Groep, N.V. (“APG Groep”) and is the investment
manager with respect to the securities to which this statement
relates. Pursuant to an Investment Management Agreement, APG NL has
delegated its investment and voting power with respect to such
securities to APG Asset Management US, Inc. (“APG US”), which is
its wholly-owned subsidiary. Stichting Pensioenfonds ABP is the
majority owner of APG Groep. By virtue of the relationships
described above, each of the Reporting Persons may be deemed to
share beneficial ownership of the securities to which this
statement relates and may be deemed to be a member of a “group”
(within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended). However, each Reporting Person
disclaims membership in any such group, and further, each Reporting
Person disclaims beneficial ownership of the securities reported
herein except to the extent of its pecuniary interest therein. |
6
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: January 19, 2022
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APG ASSET MANAGEMENT US, INC. |
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By: |
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/s/ Evan Gordon
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Name: |
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Evan Gordon |
Title: |
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Chief Compliance Officer |
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APG ASSET MANAGEMENT, N.V. |
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By: |
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/s/ Evan Gordon
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Name: |
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Evan Gordon |
Title: |
|
Chief Compliance Officer |
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APG GROEP, N.V. |
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By: |
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/s/ Evan Gordon
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Name: |
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Evan Gordon |
Title: |
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Chief Compliance Officer |
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STICHTING PENSIOENFONDS ABP |
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By: |
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/s/ Evan Gordon
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Name: |
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Evan Gordon |
Title: |
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Chief Compliance Officer |
7
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