April 22, 2015 - 3: Initial statement of beneficial ownership of securities

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Nordhagen Arlen Dale

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2015

3. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [NSA]

(Last)

(First)

(Middle)

5200 DTC PARKWAY, STE 200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

GREENWOOD VILLAGE, CO 80111

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common shares of beneficial interest, $0.01 par value	1,000	I	See Footnote ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A OP Units ⁽²⁾	⁽²⁾	⁽⁵⁾	Common shares of beneficial interest, $0.01 par value	1,124,831 ⁽⁶⁾	$ ⁽²⁾	D
Class A OP Units ⁽²⁾	⁽²⁾	⁽⁵⁾	Common shares of beneficial interest, $0.01 par value	24,997	$ ⁽²⁾	I	See Footnote ⁽⁷⁾
Class A OP Units ⁽²⁾	⁽²⁾	⁽⁵⁾	Common shares of beneficial interest, $0.01 par value	1,733,979	$ ⁽²⁾	I	See Footnote ⁽⁹⁾
Class A OP Units ⁽²⁾	⁽²⁾	⁽⁵⁾	Common shares of beneficial interest, $0.01 par value	50,000	$ ⁽²⁾	I	See Footnote ⁽¹⁰⁾
Class A OP Units ⁽²⁾	⁽²⁾	⁽⁵⁾	Common shares of beneficial interest, $0.01 par value	50,000	$ ⁽²⁾	I	See Footnote ⁽¹¹⁾
Class A OP Units ⁽²⁾	⁽²⁾	⁽⁵⁾	Common shares of beneficial interest, $0.01 par value	30,000	$ ⁽²⁾	I	See Footnote ⁽¹²⁾
Class A OP Units ⁽²⁾	⁽²⁾	⁽⁵⁾	Common shares of beneficial interest, $0.01 par value	126,400	$ ⁽²⁾	I	See Footnote ⁽¹³⁾
Class B OP Units, Series SC ⁽³⁾ ⁽⁴⁾	⁽³⁾⁽⁴⁾	⁽⁵⁾	Class A OP Units ⁽²⁾	⁽⁸⁾	$ ⁽³⁾ ⁽⁴⁾	I	See Footnote ⁽⁸⁾
Class B OP Units, Series SC ⁽³⁾ ⁽⁴⁾	⁽³⁾⁽⁴⁾	⁽⁵⁾	Class A OP Units ⁽²⁾	⁽⁹⁾	$ ⁽³⁾ ⁽⁴⁾	I	See Footnote ⁽⁹⁾
Class B OP Units, Series SC ⁽³⁾ ⁽⁴⁾	⁽³⁾⁽⁴⁾	⁽⁵⁾	Class A OP Units ⁽²⁾	⁽¹⁰⁾	$ ⁽³⁾ ⁽⁴⁾	I	See Footnote ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nordhagen Arlen Dale 5200 DTC PARKWAY STE 200 GREENWOOD VILLAGE, CO 80111	X	X	Chief Executive Officer

Signatures

Arlen D. Nordhagen, by Jason Parsont, his Attorney-in-fact		04/22/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Consists of 1,000 common shares of beneficial interest, $0.01 par value held by National Storage Affiliates Holdings, LLC ("Holdings"), for which the Reporting Person has or shares voting and investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
(2)	One year after the date of the completion of the initial public offering of the Issuer, the Reporting Person will have the right to cause NSA OP, LP (the "Partnership") to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest (the "Class A OP Units") for cash in an amount equal to the market value of an equivalent number of the Issuer's common shares, or at the Issuer's option, common shares on a one-for-one basis, subject to certain adjustments.
(3)	Two years after the date of the completion of the initial public offering of the Issuer, the Class B common units of limited partner interest (the "Class B OP Units") of the Partnership will be convertible into Class A OP Units (i) at the Reporting Person's election only upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate (a "Voluntary Conversion") or (ii) at the Issuer's election, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion"). For Voluntary Conversions, the Class B OP Units will be convertible into Class A OP Units by dividing the average cash available for distribution per unit on the series of specific Class B OP Units over the one-year period prior to conversion by 110% (the "Conversion Percentage") of the cash available for distribution per unit on the Class A OP Units determined over the same period.
(4)	For Non-Voluntary Conversions, the same formula is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion.
(5)	N/A
(6)	Consists of 4,501 Class A OP Units, 682,470 Class A OP Units issuable upon the conversion of 682,470 vested long-term incentive plan units in the Partnership ("LTIP units"), and 437,860 Class A OP Units issuable upon the conversion of 437,860 unvested LTIP units. The unvested LTIP units were granted to the Reporting Person under the Issuer's 2013 Long-Term Incentive Plan, and vest along a schedule at certain times prior to December 31, 2017, upon the achievement of certain performance goals, or upon the completion of the Issuer's initial public offering.
(7)	Consists of 24,997 Class A OP Units held by PhiNord, LLC, for which the Reporting Person has or shares voting and investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
(8)	Consists of 363,659 Class B OP Units held by SA-SCMI, LLC, for which the Reporting Person has or shares voting and investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
(9)	Consists of 1,733,979 Class A OP Units and 1,540,676 Class B OP Units held by SecurCare Portfolio Holdings, Ltd., for which the Reporting Person has or shares voting and investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
(10)	Consists of 50,000 Class A OP Units and 340,267 Class B OP Units held by SecurCare Self Storage, Inc., for which the Reporting Person has or shares voting and investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
(11)	Consists of 50,000 Class A OP Units held by Nordhagen, LLLP, for which the Reporting Person has or shares voting and investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
(12)	Consists of 30,000 Class A OP Units held by Salt Lick Productions, LLC, for which the Reporting Person has or shares voting and investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
(13)	Consists of 126,400 Class A OP Units held by Holdings, for which the Reporting Person has or shares voting and investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
Remarks: Exhibit No. 24.1 Power of Attorney dated April 6, 2015.

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Form: 3

Documents

Reporting Owners

Signatures

Explanation of Responses: