4: Statement of changes in beneficial ownership of securities
Published on February 28, 2017
|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A OP Units (1) | (1) (2) | 02/24/2017 | A | 107,625 (2) | (1)(2)(3) | (2)(3) | Common shares of beneficial interest, $0.01 par value (1) | 107,625.00 (1) (2) (3) | $ 0 | 2,554,487 (4) (5) | D |
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 | Chief Executive Officer |
Signatures
Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact | 02/28/2017 | |
**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) | Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest ("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) | The Class A OP Units in this table are comprised of 107,625 Class A OP Units issuable upon the conversion of 107,625 unvested long-term incentive plan units ("LTIP units") in the Partnership which were granted to the Reporting Person pursuant to LTIP Unit Award Agreements between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 57,467 vest in three annual installments on January 1, 2018, January 1, 2019, and January 1, 2020, subject to continued employment by the Reporting Person and 50,158 represent the maximum amount of LTIP units that can vest on January 1, 2020 contingent upon the achievement of certain performance criteria. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership's agreement of limited partnership. |
(3) | The Reporting Person will not earn any of the 50,158 performance-based LTIP units if the minimum performance criteria is not met. The 50,158 performance-based LTIP units are being reported here for informational purposes only. |
(4) | The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above is 2,554,487 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). |
(5) | In the Reporting Person's Form 4 filed on November 3, 2016, 399,599 Class A OP Units were mistakenly reported as distributed by SecurCare to Nordhagen LLP rather than correctly stating that 399,699 were distributed by SecurCare to Nordhagen LLLP. |