SEC Form 4 · accession 0001209191-18-005475
AMERICOLD REALTY TRUST · COLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FIG LLC
10% Owner
Fortress Investment Group LLC
10% Owner
Fortress Operating Entity I LP
10% Owner
FIG Corp.
10% Owner
Hybrid GP Holdings LLC
10% Owner
CF Cold GP LLC
10% Owner
CF Cold LP
10% Owner
Period of report
Jan 23, 2018
Accepted (ET)
Jan 25, 2018 · 6:54 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 Shares of Beneficial InterestF2 | Jan 23, 2018 | M | 18,574,619 | $9.81 | A | 87,917,388 | I | See footnote |
| Common Shares of Beneficial InterestF2 | Jan 23, 2018 | F | 12,147,801 | $15.00 | D | 75,769,587 | I | See footnote |
| Common Shares of Beneficial InterestF2 | Jan 23, 2018 | S | 13,581,284 | $14.904 | D | 62,188,303 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase Common SharesF2,F3 | $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 Warrants to purchase 18,574,619 Common Shares of Beneficial Interest ("Common Shares") by YF ART Holdings, L.P., a Delaware limited partnership ("YFA"). 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.
- F2Securities held through YFA. YFA is not controlled by the reporting persons and may file separate reports under Section 16. Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.
- F3The Warrants to purchase Common Shares 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.