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Filing Details

Accession Number:: 0001140361-18-003289
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-01-25 21:34:36
Reporting Period:: 2018-01-19

Accepted Time:: 2018-01-25 21:34:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1455863	Americold Realty Trust	COLD	()	NY

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
769993	Goldman Sachs & Co. Llc	200 West Street New York NY 10282	No	No	Yes	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282	No	No	Yes	No
1386557	Gs Capital Partners Vi Gmbh & Co Kg	200 West Street New York NY 10282	No	No	Yes	No
1386577	Gs Capital Partners Vi Parallel Lp	200 West Street New York NY 10282	No	No	Yes	No
1394285	Gs Capital Partners Vi Offshore Fund, L.p.	200 West Street New York NY 10282	No	No	Yes	Yes
1394287	Gs Capital Partners Vi Fund, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1645919	Opportunity Partners Offshore-B Co-Invest Aiv, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1728650	Icecap2 Holdings, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1728652	Gscp Vi Offshore Icecap Investment, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1728653	Gscp Vi Gmbh Icecap Investment, L.p.	200 West Street New York NY 10282	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Acquisiton	2018-01-19	125,000	$17.40	125,000	No	4	P	Indirect	See Footnotes
Common Shares	Acquisiton	2018-01-23	28,808,224	$0.00	28,933,224	No	4	C	Indirect	See Footnotes
Common Shares	Disposition	2018-01-23	5,163,716	$0.00	23,769,508	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	5.0% Series B Cumulative Convertible Voting Preferred Shares	Disposition	2018-01-23	325,000	$0.00	28,808,224	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Fund, L.P. ("GS Cap Partners VI"), GS Capital Partners VI GmbH & CO. KG ("GS Germany"), Opportunity Partners Offshore-B Co-Invest AIV, L.P. ("Opportunity Partners" and, together with GS Parallel, GS Offshore, GS Cap Partners VI and GS Germany, the "GS Funds"), GSCP VI Offshore IceCap Investment, L.P. ("GSCP Offshore IceCap Investment"), GSCP VI GmbH IceCap Investment, L.P. ("GSCP GmbH IceCap Investment"), IceCap2 Holdings, L.P. ("IceCap2 Holdings" and, together with GS Parallel, GSCP Offshore IceCap Investment, GS Cap Partners VI and GSCP GmbH IceCap Investment, the "GS Investors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), (continued in Footnote 2)
Goldman, Sachs Management GP GmbH ("GS GmbH"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors") and Opportunity Partners Offshore-B Co-Invest AIV Advisors, Ltd. ("Opportunity Advisors" and, together with GS Group, Goldman Sachs, the GS Funds, GSCP Offshore IceCap Investment, GSCP GmbH IceCap Investment, IceCap2 Holdings, GS Advisors VI, GS GmbH, GSCP VI Advisors and GSCP VI Offshore Advisors, the "Reporting Persons").
On January 19, 2018, 125,000 of the common shares, par value $0.01 per share (the "Common Shares"), of Americold Realty Trust (the "Company") reported herein as indirectly purchased (the "Purchase") were beneficially owned directly by Goldman Sachs and indirectly by GS Group.
Reflects a weighted average purchase price of $17.40 per share, at prices ranging from $17.14 to $17.50 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price.
On January 23, 2018, in connection with the consummation of the initial public offering (the "IPO") of the Company, all of the 325,000 5.00% Series B Cumulative Convertible Voting Preferred Shares (the "Series B Preferred Shares") of the Company held by the GS Investors were converted (the "Conversion") into an aggregate of 28,808,224 Common Shares of the Company and the payment of cash in lieu of fractional shares.
In connection with the IPO, pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus, each dated January 18, 2018, the GS Investors as selling shareholders, sold 4,490,188 Common Shares at $14.904 per share, which represents the $16.00 IPO price per Common Share, less the underwriting discount of $1.096 per Common Share. The IPO closed on January 23, 2018.
In connection with the IPO 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 IPO on January 23, 2018. The GS Investors sold an additional 673,528 Common Shares pursuant to the underwriters' exercise of the Over-Allotment Option.
As of January 23, 2018, as a result of the Purchase, Goldman Sachs beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 125,000 Common Shares, and as a result of the Conversion, the IPO, and the Over-Allotment Option, both Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 23,644,508 Common Shares owned by the GS Investors because affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Investors. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Investors.
As of January 23, 2018, as a result of the Conversion, the IPO and the Over-Allotment Option, GS Parallel beneficially owns directly 2,334,622 Common Shares, which may be deemed to be beneficially owned indirectly by GS Parallel's general partner, GS Advisors VI. GSCP Offshore IceCap Investment beneficially owns directly 7,061,705, which may be deemed to be beneficially owned indirectly by GS Offshore and indirectly by GS Offshore's general partner, GSCP VI Offshore Advisors. GS Cap Partners VI beneficially owns directly 8,489,979 Common Shares, which may be deemed to be beneficially owned indirectly by GS Cap Partners VI's general partner, GSCP VI Advisors. GSCP GmbH IceCap Investment beneficially owns directly 301,776, which may be deemed to be beneficially owned indirectly by GS Germany and indirectly by GS Germany's general partner, GS GmbH. (continued in Footnote 10)
IceCap2 Holdings beneficially owns directly 5,456,426, which may be deemed to be beneficially owned indirectly by Opportunity Partners and indirectly by Opportunity Partner's general partner, Opportunity Advisors.
The Reporting Persons disclaim beneficial ownership of all Common Shares in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity 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.