| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AMERICOLD REALTY TRUST [ COLD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/23/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Common Shares of Beneficial Interest | 01/23/2018 | M(1) | 18,574,619 | A | $9.81 | 87,917,388 | I | See footnotes 2 and 3 and Remarks below(2)(3) | ||
| Common Shares of Beneficial Interest | 01/23/2018 | F(1) | 12,147,801 | D | $15 | 75,769,587 | I | See footnotes 2 and 3 and Remarks below(2) | ||
| Common Shares of Beneficial Interest | 01/23/2018 | S | 13,581,284 | D | $14.904 | 62,188,303 | I | See footnotes 2 and 3 and Remarks below(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Common shares purchase warrants dated December 10, 2009 | $9.81 | 01/23/2018 | M | 18,574,619 | 12/10/2009 | (4) | Common Shares of Beneficial Interest | 18,574,619 | $0.00 | 0 | I | See footnotes 2 and 3 and Remarks below | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents the cashless exercise of common share purchase warrants (the "Warrants") held by YF Art Holdings, L.P. ("YFA") to purchase 18,574,619 common shares of beneficial interest, par value $0.01 per share, of the Issuer ("Common Shares"). Pursuant to the terms of the Warrants, the Issuer withheld 12,147,801 Common Shares to pay the exercise price, and issued 6,426,818 Common Shares to YFA. |
| 2. All securities reported on this Form 4 are held by YFA. |
| 3. Under the shareholders agreement between the Issuer and the shareholders of the Issuer party thereto in effect as of the closing of the initial public offering of the Issuer, YFA has the right to designate, and has designated, two trustees to the board of trustees of the Issuer (the "Board"). Each of Jeffrey M. Gault and Joel A. Holsinger serves on the Board as a representative of YFA. As a result, YFA may be deemed a director by deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). |
| 4. The Warrants expire on the earliest to occur of (i) 5:00 p.m. New York time on January 31, 2019, (ii) the closing of a qualified sale transaction and (iii) the closing of a qualified initial public offering. |
| Remarks: |
| This Form 4 is jointly filed by (i) YFA, (ii) YF ART Holdings GP, LLC ("YFA GP"), (iii) Yucaipa American Alliance Fund I, LP ("YAAF I"), (iv) Yucaipa American Alliance Fund I, LLC ("YAAF I LLC"), (v) Yucaipa American Funds, LLC ("Yucaipa American Funds"), (vi) Yucaipa American Management, LLC ("Yucaipa American" and, together with YFA, YFA GP, YAAF I, YAAF I LLC, and Yucaipa American Funds, the "Yucaipa Entities"), and (vii) Ronald W. Burkle. YFA GP is the general partner of YFA. YAAF I is the managing member of YFA GP. YAAF I LLC is the general partner of YAAF I. Yucaipa American Funds is the managing member of YAAF I LLC. Yucaipa American is the managing member of Yucaipa American Funds. Mr. Burkle is the managing member of Yucaipa American. Each of Mr. Burkle, YFA GP, YAAF I, YAAF I LLC, Yucaipa American Funds, and Yucaipa American, by virtue of their direct or indirect control of YFA, may be deemed to beneficially own some or all of the securities reported as being held by YFA. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16, or for any other purpose. CF Cold LP, a limited partner of YFA, is not controlled by Mr. Burkle and may file reports under Section 16 separately from Mr. Burkle and the Yucaipa Entities with respect to the securities reported herein. |
| /s/ Ronald W. Burkle (on behalf of himself and the other reporting persons) | 01/25/2018 | |
| ** 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 Number. | ||
