SEC Form 4 · accession 0001209191-18-005466
AMERICOLD REALTY TRUST · COLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares of Beneficial InterestF2,F3 | Jan 23, 2018 | M | 18,574,619 | $9.81 | A | 87,917,388 | I | See footnotes 2 and 3 and Remarks below |
| Common Shares of Beneficial InterestF2 | Jan 23, 2018 | F | 12,147,801 | $15.00 | D | 75,769,587 | I | See footnotes 2 and 3 and Remarks below |
| Common Shares of Beneficial InterestF2 | Jan 23, 2018 | S | 13,581,284 | $14.904 | D | 62,188,303 | I | See footnotes 2 and 3 and Remarks below |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common shares purchase warrants dated December 10, 2009F4 | $9.81 | Jan 23, 2018 | M | 18,574,619 | D | Dec 10, 2009 | — | Common Shares of Beneficial Interest | 18,574,619 | 0 | I |
Explanation of responses
- F1Represents 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.
- F2All securities reported on this Form 4 are held by YFA.
- F3Under 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").
- F4The 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.