Form: 3

Initial statement of beneficial ownership of securities

May 28, 2019

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Warren J. Timothy
2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2019
3. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [NSA]
(Last)
(First)
(Middle)
C/O NATIONAL STORAGE AFFILIATES TRUST, 8400 EAST PRENTICE AVENUE, 9TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GREENWOOD VILLAGE, CO 80111
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common shares of beneficial interest, $0.01 par value 50,641
D (1)
 
Common shares of beneficial interest, $0.01 par value 644
I
By Spouse
Series A preferred shares 2,300
D (1)
 
Series A preferred shares 3,500
I
See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A OP Units   (3)   (4) Common shares of beneficial interest, $0.01 par value 1,820,002 $ (3) I See Footnote (5)
Class B OP Units, Series NW   (6)   (4) Class A OP Units 164,170 $ (6) (7) I See Footnote (8)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warren J. Timothy
C/O NATIONAL STORAGE AFFILIATES TRUST
8400 EAST PRENTICE AVENUE, 9TH FLOOR
GREENWOOD VILLAGE, CO 80111
  X      

Signatures

J. Timothy Warren, by Jason W. Parsont, his attorney-in-fact 05/28/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Held by J. Timothy Warren IRA through a self-directed IRA.
(2) Held by J. Timothy Warren Revocable Living Trust for the benefit of the Reporting Person, for which the Reporting Person is trustee and has or shares voting and/or investment power.
(3) Beginning October 24,2019, 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 common shares of beneficial interest, par value $0.01 per share (the "Common Shares"), or at the option of National Storage Affiliates Trust (the "Issuer"), Common Shares on a one-for-one basis, subject to certain adjustments.
(4) N/A
(5) The Class A OP Units in this row are comprised of 354,881 Class A OP Units held by J. Timothy Warren Revocable Living Trust for the benefit of the Reporting Person, for which the Reporting Person is trustee and has or shares voting and/or investment power, 1,029,641 Class A OP Units held by JHJ Properties LLC, for which the Reporting Person has or shares voting and/or investment power and 435,480 Class A OP Units held by AESOP 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 held by JHJ Properties LLC and AESOP LLC, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
(6) Beginning October 24, 2019, all or a portion of the Series NW Class B common units of limited partner interest (the "Series NW Units") of the Partnership are 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 Series NW Units relate (a "Voluntary Conversion") or (ii) at the election of the Issuer, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion").
(7) For Voluntary Conversions, the Series NW Units are convertible into Class A OP Units by dividing the average cash available for distribution per unit on the Series NW 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. For Non-Voluntary Conversions, the Conversion Percentage will be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion.
(8) The Series NW Units in this row are comprised of 157,149 Series NW Units held by JHJ Properties LLC, for which the Reporting Person has or shares voting and/or investment power and 7,021 Series NW Units held by AESOP 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 held by JHJ Properties LLC and AESOP LLC, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
 
Remarks:
Exhibit No. 24.1 Power of Attorney dated May 21, 2019.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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