May 27, 2020 - Chapman George L - 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 ^*

CHAPMAN GEORGE L

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2020

(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

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 A OP Units ⁽¹⁾

⁽¹⁾ ⁽²⁾

05/22/2020

6,605 ⁽¹⁾

⁽¹⁾⁽²⁾

⁽³⁾

Common shares of beneficial interest, $0.01 par value ⁽²⁾

6,605.00

$ 25.74 ⁽⁴⁾

39,333 ⁽¹⁾ ⁽⁵⁾

See Footnote ⁽¹⁾

LTIP Units ⁽¹⁾

⁽¹⁾ ⁽²⁾

05/24/2020

8,161 ⁽⁶⁾

⁽¹⁾⁽²⁾

⁽³⁾

Class A OP Units ⁽¹⁾ ⁽²⁾

8,161.00

⁽¹⁾

11,637 ⁽¹⁾ ⁽⁵⁾

See Footnote ⁽¹⁾ ⁽⁶⁾

Class A OP Units ⁽¹⁾

⁽¹⁾ ⁽²⁾

05/24/2020

8,161 ⁽⁶⁾

⁽¹⁾⁽²⁾

⁽³⁾

Common shares of beneficial interest, $0.01 par value ⁽²⁾

8,161.00

⁽²⁾

39,333 ⁽¹⁾ ⁽⁵⁾

See Footnote ⁽¹⁾

Reporting Owners

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

Signatures

George L. Chapman, by Jason Parsont, his Attorney-in-fact		05/27/2020
^**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)	Consists of 6,605 Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") held by George L. Chapman, Revocable Trust, for the benefit of George L. Chapman, which are issuable upon the conversion of 6,605 long-term incentive plan units ("LTIP Units") in the Partnership. The Reporting Person is trustee and has or shares voting and investment power. The LTIP Units were granted to the Reporting Person under the Issuer's 2015 Equity Incentive Plan, and are scheduled to vest on May 18, 2021. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership's agreement of limited partnership.
(2)	Upon conversion of such vested parity LTIP Units into Class A OP Units, the Reporting Person will have the right to cause the Partnership to redeem 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 the Issuer's common shares of beneficial interest ("Shares"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
(3)	N/A
(4)	The price of the derivative securities was determined using the closing price of the Issuer's Shares on May 19, 2020.
(5)	The Reporting Person's total direct and indirect beneficial ownership following the reported transactions above is 39,333 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 herein and therein). Following the reported transactions, the Reporting Person has total direct and indirect beneficial ownership in 5,032 vested LTIP Units and 6,605 unvested LTIP Units. The 39,333 Class A OP Units do not include non-derivative securities of the Reporting Person that were previously reported.
(6)	Consists of 8,161 LTIP Units held by the George L. Chapman, Revocable Trust, for the benefit of the Reporting Person which were converted into 8,161 Class A OP Units as described in footnote 1 above. The Reporting Person previously reported the 8,161 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, rows 2 and 3 of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 8,161 LTIP Units into 8,161 Class A OP Units.

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