SEC Form 4 · accession 0000769993-19-000248
AMERICOLD REALTY TRUST · COLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley J. Gross
Director
Period of report
Mar 5, 2019
Accepted (ET)
Mar 7, 2019 · 8:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001455863
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF2,F3,F4,F1 | Mar 5, 2019 | S | 8,061,228 | $27.4725 | D | 394,852 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2Pursuant to an underwriting agreement, dated February 28, 2019 (the "Underwriting Agreement") and a prospectus dated February 28, 2019, and in connection with a registered public offering (the "Offering") of the common shares, par value $0.01 per share (the "Common Shares"), of Americold Realty Trust (the "Company"), certain investment partnerships (the "GS Investors"), as selling shareholders in the Offering, sold 7,009,759 Common Shares at $27.4725 per share. The Offering was consummated on March 5, 2019.
- F3In connection with the Offering and pursuant to the Underwriting Agreement, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional Common Shares from the selling shareholders. The Over-Allotment Option closed simultaneously with the Offering on March 5, 2019. The GS Investors sold an additional 1,051,469 Common Shares pursuant to the underwriters' exercise of the Over-Allotment Option.
- F4Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 394,852 Common Shares and Goldman Sachs also had open short positions of 151,597 Common Shares, reflecting changes due to exempt transactions. Goldman Sachs is the investment manager of certain of the GS Investors.