Statement of Changes in Beneficial Ownership (4)
10 März 2022 - 10:29PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person *
Chappelle George F. Jr. |
2. Issuer Name and Ticker or Trading
Symbol AMERICOLD REALTY TRUST [ COLD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O AMERICOLD REALTY TRUST, 10 GLENLAKE PKWY, SUITE
600 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/8/2022
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(Street)
ATLANTA, GA 30328
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Operating Partnership Profits
Units |
(1) |
3/8/2022 |
|
A |
|
32939 |
|
(1)(2) |
(1)(2) |
Common Shares of Beneficial
Interest |
32939.0 |
$0 |
32939 |
D |
|
Performance OP Profits
Units |
(3) |
3/8/2022 |
|
A |
|
98816 |
|
(3)(4) |
(3)(4) |
Common Shares of Beneficial
Interest |
98816.0 |
$0 |
98816 |
D |
|
Explanation of
Responses: |
(1) |
Represents OP Profits Units
("OP Profits Units")of Americold Realty Operating Partnership, L.P.
("Operating Partnership"), which will vest ratably on March 8,
2023, 2024 and 2025. |
(2) |
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. |
(3) |
Represents performance-based
OP Profits Units ("Performance OP Profits Units") of 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,
2022 - Dec 31, 2024). 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. |
(4) |
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Chappelle George F. Jr.
C/O AMERICOLD REALTY TRUST
10 GLENLAKE PKWY, SUITE 600
ATLANTA, GA 30328 |
X |
|
Chief Executive Officer |
|
Signatures
|
/s/ James C. Snyder, Jr.,
attorney-in-fact |
|
3/10/2022 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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