4: Statement of changes in beneficial ownership of securities
Published on November 3, 2016
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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) (2) | 11/01/2016 | A | 62,364 (2) | (1) | (3) | Common shares of beneficial interest, $0.01 par value (1) | 62,364.00 (1) (2) | $ 19.61 | 2,446,862 (4) (5) (6) | I | See Footnote (2) |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
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 | 11/03/2016 | |
**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) | Beginning after November 1, 2017, the Reporting Person will have the right to cause NSA OP, LP (the "Partnership") to redeem 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 common shares of beneficial interest ("Shares") of National Storage Affiliates Trust (the "Issuer") or, at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments. |
(2) | Consists of 62,364 Class A OP Units issued to A.D. Nordhagen, LLC, 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 transactions above (and those described in this footnote) is 2,446,862 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). Of those Class A OP Units previously reported, SecurCare Portfolio Holdings, Ltd. ("SecurCare"), an entity in which the Reporting Person has or shares voting and/or investment power, received its pecuniary interest in 51,799 Class A OP Units in a distribution from SecurCare Properties IV, LLC, an entity in which the Reporting Person has or shares voting and/or investment power. |
(5) | After receiving the 51,799 Class A OP Units referred to in footnote 4, SecurCare made a pro rata distribution of (i) 746,762 previously reported Class A OP Units to its members, including 138,677 and 399,599 Class A OP Units to SecurCare Self Storage Inc. and Nordhagen LLP, each an entity in which the Reporting Person has or shares voting and/or investment power, and (ii) 1,540,676 previously reported Class B common units of limited partner interest in the Partnership to SecurCare Self Storage Inc. |
(6) | In the Reporting Person's Form 4 filed on October 4, 2016, 999,174 Class A OP Units were mistakenly reported as distributed by SecurCare Self Storage Inc. to its members rather than correctly stating they were distributed by SecurCare. The 2,446,862 Class A OP Units referred to above do not include the 208,486 Class A OP Units distributed by SecurCare to those of its members that are not entities in which the Reporting Person has or shares voting and/or investment power, derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. |