Sec Form 4 Filing - Boehler Fred W @ AMERICOLD REALTY TRUST - 2021-02-23

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) CEO, President and Trustee (Last) (First) (Middle) C/O AMERICOLD REALTY TRUST, 10 GLENLAKE PKWY, SOUTH TOWER, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2021 (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 02/23/2021 M 60,000 A $ 9.81 449,368 D Common Shares of Beneficial Interest 02/23/2021 M 50,000 A $ 9.81 499,368 D Common Shares of Beneficial Interest 02/23/2021 S 191,097 D $ 36.995 ( 1 ) 308,271 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 Stock Option $ 9.81 02/23/2021 M 60,000 ( 2 ) ( 3 ) 12/14/2026 Common Shares of Beneficial Interest 60,000 $ 9.81 0 D Stock Option $ 9.81 02/23/2021 M 50,000 ( 2 ) ( 4 ) 03/01/2027 Common Shares of Beneficial Interest 50,000 $ 9.81 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boehler Fred W C/O AMERICOLD REALTY TRUST 10 GLENLAKE PKWY, SOUTH TOWER, SUITE 600 ATLANTA, GA30328 X CEO, President and Trustee Signatures /s/ James C. Snyder, Jr., attorney-in-fact 02/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in column 4 is a weighted average price. These common shares were sold in multiple transactions ranging from $36.60 to $37.48, inclusive. The reporting person undertakes to provide to Americold realty Trust, any security holder of Americold Realty Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the range set forth above. ( 2 )On February 23, 2021, Mr. Boehler exercised 110,000 sock options, resulting in his acquisition of 110,000 common shares of Americold Realty Trust. ( 3 )Options to acquire common shares vested 20% each on December 14, 2016, 2017, 2018, 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, so options vested 20% on each of January 1, 2018, 2019, 2020 and 2021 and the remainder vest on January 1, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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