Sec Form 4 Filing - Boehler Fred W @ AMERICOLD REALTY TRUST - 2019-08-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Boehler Fred W 2. Issuer Name and Ticker or Trading Symbol AMERICOLD REALTY TRUST [ COLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 10 GLENLAKE PARKWAY, SOUTH TOWER, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2019 (Street) ATLANTA, GA30328 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares of Beneficial Interest 08/27/2019 M 150,000 A $ 9.81 368,592 D Common Shares of Beneficial Interest 08/27/2019 F 90,004 D $ 36.14 278,588 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 9.81 08/27/2019 M 40,000 ( 1 ) ( 2 ) 03/27/2024 Common Shares of Beneficial Interest 40,000 $ 0 0 D Employee Stock Option (Rght to Buy) $ 9.81 08/27/2019 M 60,000 ( 1 ) ( 3 ) 12/14/2026 Common Shares of Beneficial Interest 60,000 $ 0 120,000 D Employee Stock Option (Right to Buy) $ 9.81 08/27/2019 M 50,000 ( 1 ) ( 4 ) 03/01/2027 Common Shares of Beneficial Interest 50,000 $ 0 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boehler Fred W 10 GLENLAKE PARKWAY, SOUTH TOWER SUITE 600 ATLANTA, GA30328 X President and CEO Signatures /s/ James C. Snyder, Jr., attorney-in-fact 08/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 27, 2019, Mr. Boehler made a net exercise of 150,000 stock options, resulting in his acquisition of 59,996 common shares of Americold Realty Trust. ( 2 )Options to acquire common shares vested 20% each on March 27, 2015, 2016, 2017, 2018 and 2019. ( 3 )Options to acquire common shares vested 20% each on December 14, 2016, 2017, 2018 and the remainder vest ratably on December 14, 2019 and 2020. ( 4 )Vesting of these options was contingent upon achievement of a 2016 performance target for Adjusted EBITDA for 2016, which was satisfied, the options vested 20% on January 1, 2018 and 2019, and the remainder vest ratably on January 1, 2020, 2021 and 2022.

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