Richard Charles Winnall Form 4 AMERICOLD REALTY TRUST / Richard Charles Winnall ownership change

SEC Form 4

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^*

Winnall Richard Charles

(Last) (First) (Middle)

10 GLENLAKE PARKWAY SOUTH TOWER

SUITE 600

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICOLD REALTY TRUST [ COLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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 Stock	03/08/2023		M		1,061	A	$0	18,367	D
Common Stock	03/08/2023		M		983	A	$0	19,350	D
Common Stock	03/08/2023		M		1,233	A	$0	20,583	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units(1)	$0.0	03/08/2023		M			1,061	(1)	(1)	Common Stock	1,061	$0	0	D
Restricted Stock Units(2)	$0.0	03/08/2023		M			983	(2)	(2)	Common Stock	983	$0	984	D
Restricted Stock Units(3)	$0.0	03/08/2023		M			1,233	(3)	(3)	Common Stock	1,233	$0	2,468	D
Performance Restricted Stock Units(4)	$0.0	03/08/2023		A		12,125		(4)	(4)	Common Stock	12,125	$0	12,125	D
Restricted Stock Units(5)	$0.0	03/08/2023		A		8,084		(5)	(5)	Common Stock	8,084	$0	8,084	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. The RSU's vested one-third on each of March 8, 2021, 2022 and 2023.

2. Each restricted stock unit ("RSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. The RSU's vested one-third on each of March 8, 2022 and 2023 and the remainder will vest on March 8, 2024.

3. Each restricted stock unit ("RSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. The RSUs vested one third on March 8, 2023 and the remainder will vest ratably on March 8, 2024 and 2025.

4. Each performance-based restricted stock unit ("PRSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. Vesting of the PRUs 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, 2023 - Dec. 31, 2025). The RSUs will vest, if at all, at the end of the 3-year period contingent upon the achievement of the pre-established TSR goal. The PRSUs were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Incentive Plan.

5. Each restricted stock unit ("RSU") represents the right to acquire one share of Americold Realty Trust, Inc. common stock. The RSU's will vest ratably on March 8, 2024, 2025 and 2026. The RSUs were issued to the reporting person pursuant to the Americold Realty Trust 2017 Equity Incentive Plan.

Remarks:

	/s/ James C. Snyder, Jr., attorney-in-fact	03/10/2023
	** 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).
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