4: Statement of changes in beneficial ownership of securities
Published on June 1, 2022
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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) (2) | 05/27/2022 | A | 3,367 (1) | (1)(2) | (3) | Common shares of beneficial interest, $0.01 par value (2) | 3,367.00 | $ 53.46 (4) | 159,149 (5) | D | ||||
LTIP Units (1) | (1) (2) | 05/27/2022 | C | 5,002 (6) | (1)(2) | (3) | Class A OP Units (1) (2) | 5,002.00 | $ 0 (1) | 6,819 (1) (5) | D | ||||
Class A OP Units (1) | (1) (2) | 05/27/2022 | C | 5,002 (6) | (1)(2) | (3) | Common shares of beneficial interest, $0.01 par value (2) | 5,002.00 | $ 0 (2) | 159,149 (1) (5) | D |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Van Mourick Mark C/O NATIONAL STORAGE AFFILIATES TRUST 8400 EAST PRENTICE AVENUE, 9TH FLOOR GREENWOOD VILLAGE, CO 80111 |
X |
Signatures
Mark Van Mourick, by Jason Parsont, his Attorney-in-fact | 06/01/2022 | |
**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) | The 3,367 Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") are issuable upon the conversion of 3,367 long-term incentive plan units ("LTIP Units") in the Partnership. The LTIP Units were granted to the Reporting Person under the Issuer's 2015 Equity Incentive Plan, and are scheduled to vest on the earlier of: (i) May 24, 2023 or (ii) the calendar day immediately preceding the next annual meeting of shareholders, the date of which will be specified in a future proxy statement of the Issuer. 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 27, 2022. |
(5) | The Reporting Person's total direct and indirect beneficial ownership following the reported transactions above is 159,149 Class A OP Units, which includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those other LTIP Units convertible into, or exchangeable for, such Class A OP Units as specified herein and reported in prior Forms 4). Following the reported transactions, the Reporting Person has total direct beneficial ownership in 3,452 vested LTIP Units and 3,367 unvested LTIP Units. The 159,149 Class A OP Units do not include non-derivative securities or derivative securities of other classes that were previously reported by the Reporting Person. |
(6) | Consists of 5,002 LTIP Units held by the Reporting Person which were converted into 5,002 Class A OP Units as described in footnote 1 above. The Reporting Person previously reported the 5,002 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 5,002 LTIP Units into 5,002 Class A OP Units. |