4//SEC Filing
Gross Bradley J. 4
Accession 0001140361-18-003293
CIK 0001455863other
Filed
Jan 24, 7:00 PM ET
Accepted
Jan 25, 9:37 PM ET
Size
14.2 KB
Accession
0001140361-18-003293
Insider Transaction Report
Form 4
Gross Bradley J.
Director
Transactions
- Purchase
Common Shares
2018-01-19$17.40/sh+125,000$2,175,000→ 125,000 total(indirect: See Footnotes) - Conversion
Common Shares
2018-01-23+28,808,224→ 28,933,224 total(indirect: See Footnotes) - Conversion
5.0% Series B Cumulative Convertible Voting Preferred Shares
2018-01-23−325,000→ 0 total(indirect: See Footnotes)→ Common Shares (28,808,224 underlying) - Sale
Common Shares
2018-01-23−5,163,716→ 23,769,508 total(indirect: See Footnotes)
Footnotes (7)
- [F1]The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person 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.
- [F2]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.
- [F3]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.
- [F4]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 certain investment partnerships (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.
- [F5]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.
- [F6]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.
- [F7]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.
Documents
Issuer
AMERICOLD REALTY TRUST
CIK 0001455863
Entity typeother
Related Parties
1- filerCIK 0001447253
Filing Metadata
- Form type
- 4
- Filed
- Jan 24, 7:00 PM ET
- Accepted
- Jan 25, 9:37 PM ET
- Size
- 14.2 KB