4: Statement of changes in beneficial ownership of securities
Published on May 5, 2015
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
(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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A OP Units (1) | (1) | 05/01/2015 | A | 80,140 (3) | (1) | (4) | Common shares of beneficial interest, $0.01 par value | 80,140 (3) | $ 13.1 | 80,140 (5) | I | See Footnote (3) | |||
Class A OP Units (1) (2) | (1) (2) | (1) | (4) | Common shares of beneficial interest, $0.01 par value | 14,400 | 14,400 (5) | D |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OSGOOD STEVEN G 6745 ENGLE ROAD SUITE 300 MIDDLEBURG HEIGHTS, OH 44130 |
X |
Signatures
Steven G. Osgood, by Jason Parsont, its Attorney-in-fact | 05/05/2015 | |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(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) | 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 in the Partnership ("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. |
(2) | The Class A OP Units in this row include 4,800 Class A OP Units issuable upon the conversion of 4,800 vested long-term incentive plan units in the Partnership ("LTIP units") and 9,600 Class A OP Units issuable upon conversion of 9,600 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. |
(3) | Consists of the Reporting Person's pecuniary interest in Class A OP Units held by Square Foot Sunbelt LLC, for which the Reporting Person has or shares voting and investment power. |
(4) | N/a |
(5) | The Reporting Person's total direct and indirect beneficial ownership following the reported transaction above is 94,540 Class A OP Units, which includes 4,800 Class A OP Units issuable upon the conversion of 4,800 vested LTIP units and 9,600 Class A OP Units issuable upon conversion of 9,600 unvested LTIP units. |