March 31, 2020 - Nordhagen Arlen Dale - 4: Statement of changes in beneficial ownership of securities

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Nordhagen Arlen Dale

2. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [NSA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman

(Last)

(First)

(Middle)

C/O NATIONAL STORAGE AFFILIATES TRUST, 8400 EAST PRENTICE AVENUE, 9TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2019

(Street)

GREENWOOD VILLAGE, CO 80111

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A preferred shares	01/02/2019		P		66 ⁽¹⁾	A	$ 22.73 ⁽²⁾	24,066 ⁽³⁾	I	See Footnotes ⁽¹⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B OP Units, Series MI

⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

05/29/2019

10,936 ⁽⁸⁾

⁽⁵⁾⁽⁶⁾⁽⁷⁾

⁽⁹⁾

Class A OP Units

10,936.00

⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

163,128 ⁽⁸⁾

Class A OP Units

⁽⁷⁾

03/27/2020

58,376 ⁽¹⁰⁾

⁽⁷⁾

⁽⁹⁾

Common shares of beneficial interest, $0.01 par value

58,376.00 ⁽¹⁾ ⁽²⁾

$ 25.06

2,802,184 ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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		Executive Chairman

Signatures

Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact		03/31/2020
^**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)	Represents 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value ("Series A Preferred Shares") acquired through a brokerage dividend reinvestment plan by Nordhagen LLLP, for which the Reporting Person has or shares voting and/or investment power.
(2)	The price reported in Column 4 is a weighted average price. The Series A Preferred Shares were purchased in multiple transactions on January 2, 2019 ranging from $22.45 to $22.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Series A Preferred Shares purchased at each separate price within the range set forth in this footnote above.
(3)	The Reporting Person's total direct and indirect beneficial ownership following each of the reported transactions is 24,066 Series A Preferred Shares. The 24,066 Series A Preferred Shares do not include other classes of non-derivative securities or derivative securities of the Reporting Person that have been reported on the Reporting Person's Forms 3 and Forms 4.
(4)	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.
(5)	Class B common units of limited partner interest (the "Class B OP Units") of NSA OP, LP, are convertible into Class A common units of limited partner interest (the "Class A OP Units") (i) at the Reporting Person's election only upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate (a "Voluntary Conversion") or (ii) at the election of National Storage Affiliates Trust ("NSA"), upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion").
(6)	For Voluntary Conversions, Class B OP Units are convertible into Class A OP Units by dividing the average cash available for distribution ("CAD") per unit on the applicable series of Class B OP Units over the one-year period prior to conversion by 110% (the "Conversion Percentage") of the CAD per unit on the 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.
(7)	Pursuant to the agreement of limited partnership of NSA OP, LP, one year after the effective date of the contribution agreement, the Reporting Person will have the right to cause NSA OP, LP to redeem all or a portion of the Reporting Person's Class A OP Units for cash in an amount equal to the market value of an equivalent number of common shares of beneficial interest, $0.01 par value ("Common Shares") of NSA or, at NSA's option, Common Shares on a one-for-one basis, subject to certain adjustments.
(8)	On May 29, 2019, SecurCare made a distribution of 286,831 Series MI Class B common units of limited partner interest (the "Series MI Units") of NSA OP, LP to three of its shareholders, including the Reporting Person. The 286,831 Series MI Units were previously reported in a Form 4 as beneficially owned by the Reporting Person. Of these, the Reporting Person received 163,128 Series MI Units, including 10,936 Series MI Units that exceeded the Reporting Person's pecuniary interest prior to the distribution.
(9)	N/A
(10)	Consists of 58,376 Class A OP Units issued to the Reporting Person in exchange for the membership interests held by the Reporting Person in Maizeland Storage, LLC. The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transaction above is 2,802,184 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).

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