4: Statement of changes in beneficial ownership of securities
Published on June 4, 2019
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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) | 06/01/2019 | A | 95,170 (2) | (1) | (3) | Common shares of beneficial interest, $0.01 par value | 95,170.00 (1) (2) | $ 29.77 | 2,714,756 (4) | I | See footnote (2) |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nordhagen Arlen Dale C/O NATIONAL STORAGE AFFILIATES TRUST 8400 EAST PRENTICE AVENUE, 9TH FLOOR GREENWOOD VILLAGE, CO 80111 |
X | Chief Executive Officer |
Signatures
Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact | 06/04/2019 | |
**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 June 1, 2020, the Reporting Person will have the right to cause NSA OP, LP (the "Partnership") to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest (the "Class A OP Units") of the Partnership reported in this Form 4 for cash in an amount equal to the market value of an equivalent number of common shares of beneficial interest of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, common shares of beneficial interest on a one-for-one basis, subject to certain adjustments. |
(2) | Represents the Reporting Person's proportionate interest in Class A OP Units issued to Ground Up Development, LLC ("Ground Up"). Following receipt of such units from the Partnership on June 1, 2019, Ground Up made a pro rata distribution on the same day of such units to its members, including 95,170 Class A OP Units to Nordhagen LLLP ("Nordhagen LLLP"), an entity in which the Reporting Person has or shares voting and 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 transactions reported in the table above is 2,714,756 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 in such previous reports). The 2,714,756 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. |