Form: 10-K/A

Annual report pursuant to Section 13 and 15(d)

April 17, 2018


UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-37351
National Storage Affiliates Trust
(Exact name of Registrant as specified in its charter)

 
Maryland
 
46-5053858
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

5200 DTC Parkway
Suite 200
Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip code)
(720) 630-2600
(Registrant's telephone number including area code)
Title of each Class
 
Name of Each Exchange on Which Registered
Common Shares of Beneficial Interest, $0.01 par value per share
 
New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share
 
New York Stock Exchange
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes     No  
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes     No  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes      No  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes      No  



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
 
Accelerated Filer
Non-accelerated Filer
 
Smaller Reporting Company
 
 
 
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The aggregate market value of the voting and non-voting common shares of beneficial interest of National Storage Affiliates Trust held by non-affiliates of National Storage Affiliates Trust was approximately $1.0 billion as of June 30, 2017. As of April 13, 2018, 50,482,108 common shares of beneficial interest, $0.01 par value per share, were outstanding.
 
Documents Incorporated by Reference
None.




EXPLANATORY NOTE
National Storage Affiliates Trust (the "Company") is filing this Annual Report on Form 10-K/A (the "Amendment") to amend its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on February 27, 2018 (the "Original Form 10-K"). This Amendment is being filed solely to correct a typographical error in the certifications filed as Exhibits 31.1, 31.2 and 32.1 to the Company's Original Form 10-K, which inadvertently referred to the Quarterly Report on Form 10-Q rather than the accompanying Original Form 10-K.
This Amendment is being filed solely to include the corrected certifications identified above and does not otherwise modify or update the disclosures or the exhibits in the Original Form 10-K.



Part IV
 
Item 15.
Exhibits and Financial Statement Schedules.
 
 
(a)(1)
No financial statements or schedules are filed with this Amendment No. 1 to the Company's Annual Report on Form 10-K/A.
 
 
(a)(2)
No financial statements or schedules are filed with this Amendment No. 1 to the Company's Annual Report on Form 10-K/A.
 
 
(a)(3)
The Exhibit Index is incorporated herein by reference.
 
 
(b)
The following exhibits are filed with this Amendment No. 1 to the Company's Annual Report on Form 10-K/A:
 
 
 
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




INDEX TO EXHIBITS
Exhibit Number
Exhibit Description
 
 









101
XBRL (Extensible Business Reporting Language). The following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2017, tagged in XBRL: ((i) consolidated balance sheets; (ii) consolidated statements of operations; (iii) consolidated statements of comprehensive income (loss); (iv) consolidated statement of changes in equity; (v) consolidated statements of cash flows; (vi) notes to consolidated financial statements; and (vii) financial statement schedule (3).
 
 
*
Filed herewith.
**
Furnished with this report.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
National Storage Affiliates Trust
 
(Registrant)
 
 
By:
/s/ ARLEN D. NORDHAGEN
 
Arlen D. Nordhagen
 
chairman of the board of trustees, president
 
and chief executive officer
 
(principal executive officer)


Date: April 16, 2018