January 5, 2016 - 4: Statement of changes in beneficial ownership of securities

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 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Nordhagen Arlen Dale

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

5. 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

(Last)

(First)

(Middle)

5200 DTC PARKWAY, STE 200

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2016

(Street)

GREENWOOD VILLAGE, CO 80111

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

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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)

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A OP Units ⁽¹⁾

⁽¹⁾

01/04/2016

71,871 ⁽²⁾

⁽¹⁾

⁽³⁾

Common shares of beneficial interest, $0.01 par value

71,871.00 ⁽¹⁾ ⁽²⁾

$ 16.72

3,598,682 ⁽⁴⁾ ⁽⁵⁾

See Footnote ⁽²⁾

Class B OP Units, Series SC ⁽⁶⁾

⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾

01/04/2016

17,943 ⁽⁸⁾

⁽¹⁾⁽⁶⁾

⁽³⁾

Class A OP Units ⁽⁶⁾

⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

⁽⁶⁾ ⁽⁷⁾

2,305,518 ⁽⁹⁾

See Footnote ⁽⁸⁾

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 Dale Nordhagen, by Jason Parsont, his Attorney-in-fact		01/05/2016
^**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 effective date of the contribution agreement, 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") of the Partnership reported in this Form 4 for cash in an amount equal to the market value of an equivalent number of common shares of beneficial interest of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, common shares of beneficial interest on a one-for-one basis, subject to certain adjustments.
(2)	Consists of 71,871 Class A OP Units of the Partnership issued to SecurCare Self Storage, Inc., for which the Reporting Person has or shares voting and/or 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.
(3)	N/A
(4)	The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transaction above is 3,598,682 Class A OP Units, which includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as specified therein). The 3,598,682 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
(5)	Of the 3,598,682 Class A OP Units, 932,770 Class A OP Units are issuable upon the conversion of 932,770 vested long-term incentive plan units in the Partnership ("LTIP Units") and 187,560 Class A OP Units are issuable upon the conversion of 187,560 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.
(6)	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 of the Partnership (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.
(7)	For Non-Voluntary Conversions, the same formula as described in footnote 6 is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion.
(8)	Consists of 17,943 Class B OP Units of the Partnership issued to SecurCare Self Storage, Inc., for which the Reporting Person has or shares voting and/or 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)	The Reporting Person's total direct and indirect beneficial ownership following the reported transaction above is 2,305,518 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class B OP Units as specified therein). The 2,305,518 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.

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