SEC Form 4 · accession 0001557302-18-000005
AMERICOLD REALTY TRUST · COLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fred W Boehler
Officer — CEO, President and Trustee · Director
Period of report
Jun 12, 2018
Accepted (ET)
Jun 14, 2018 · 4:05 pm EDT
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 Interest | Jun 12, 2018 | M | 730,000 | $9.81 | A | 730,000 | D | |
| Common Shares of Beneficial Interest | Jun 12, 2018 | F | 511,408 | $21.70 | D | 218,592 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF1,F2 | $9.81 | Jun 12, 2018 | M | 400,000 | D | — | Feb 6, 2023 | Common Shares of Beneficial Interest | 400,000 | 0 | D |
| Stock OptionF1,F3 | $9.81 | Jun 12, 2018 | M | 160,000 | D | — | Mar 27, 2024 | Common Shares of Beneficial Interest | 160,000 | 40,000 | D |
| Stock OptionF1,F4 | $9.81 | Jun 12, 2018 | M | 120,000 | D | — | Dec 14, 2026 | Common Shares of Beneficial Interest | 120,000 | 180,000 | D |
| Stock OptionF1,F5 | $9.81 | Jun 12, 2018 | M | 50,000 | D | — | Mar 1, 2027 | Common Shares of Beneficial Interest | 50,000 | 200,000 | D |
Explanation of responses
- F1On June 12, 2018, Mr. Boehler made a net exercise of 730,000 stock options, resulting in his acquisition of 218,592 common shares of Americold Realty Trust (the "Company"). The transactions described herein were pursuant to an exception to a lock-up agreement between Mr. Boehler and the underwriters with respect to the initial public offering of the Company.
- F2Options to acquire common shares vested 20% each on February 4, 2014, 2015, 2016, 2017 and 2018.
- F3Options to acquire common shares vested 20% each on March 27, 2015, 2016, 2017 and 2018 and remainder vest on March 27, 2019.
- F4Options to acquire common shares vested 20% each on December 14, 2016 and 2017 and remainder vest ratably on December 14, 2018, 2019 and 2020.
- F5Vesting of these options was contingent upon achievement of a 2016 performance target for Adjusted EBITDA for 2016, which was satisfied, so options vested 20% on January 1, 2018 and the remainder vest ratably on January 1, 2019, 2020, 2021 and 2022.