4: Statement of changes in beneficial ownership of securities
Published on June 2, 2017
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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 | ||||||||
LTIP Units (1) | (1) | 05/31/2017 | C | 380,000 (2) | (1) | (3) | Class A OP Units (1) | 380,000.00 | (1) | 249,362 (4) | D | ||||
Class A OP Units (1) | (1) | 05/31/2017 | C | 380,000 (2) | (1) | (3) | Common shares of beneficial interest, $0.01 par value (1) | 380,000.00 | (1) | 2,493,668 (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 | 06/02/2017 | |
**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"), upon the achievement of certain conditions, a holder of long-term incentive plan units ("LTIP Units") of the Partnership is entitled to convert such LTIP Units into Class A common units of limited partner interest ("Class A OP Units") of the Partnership on a one-for-one basis. In addition, under the Partnership agreement, the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's resulting 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 380,000 LTIP Units held by the Reporting Person which were converted into 380,000 Class A OP Units as described in footnote 1 above. |
(3) | N/A |
(4) | Following the reported transactions, the Reporting Person has total direct beneficial ownership in 36,246 vested LTIP Units and 213,116 unvested LTIP Units. The Reporting Person previously reported the 380,000 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, this Form 4 is being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 380,000 LTIP Units into 380,000 Class A OP Units. |
(5) | The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above is 2,493,668 Class A OP Units which excludes 30,819 Class A OP Units previously reported by the Reporting Person as held by SecurCare Portfolio Holdings, Ltd. ("SecurCare"), which have been distributed as a pro rata distribution from SecurCare to its members and 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). |