3: Initial statement of beneficial ownership of securities
Published on January 13, 2025
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [ NSA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
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| Common shares of beneficial interest, $0.01 par value | 50.501 | I | See footnote(1) |
| Series A Preferred Shares, $0.01 par value | 50 | I | See footnote(1) |
| 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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class A OP Units(2) | (2)(3)(4) | (5) | Common shares of beneficial interest, $0.01 par value | 21,644(2)(3)(4) | (2)(3)(4) | D | |
| Explanation of Responses: |
| 1. Held by a revocable trust for which the Reporting Person is a co-trustee and beneficiary. 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. |
| 2. 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 an equivalent number of the common shares of beneficial interest ("Shares") of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments. |
| 3. The Class A OP Units in this table are comprised of 11,491 Class A OP Units, 468 Class A OP Units issuable upon the conversion of 468 vested long-term incentive plan units ("LTIP units") in the Partnership, 6,556 Class A OP Units issuable upon conversion of 6,556 unvested LTIP units, granted to the Reporting Person under the Issuer's 2024 and 2015 Equity Incentive Plans and will vest in installments along a schedule at certain times prior to March 1, 2027, subject to continued employment by the Reporting Person, and 3,129 Class A OP Units issuable upon the conversion of 3,129 unvested performance-based LTIP units, granted to the Reporting Person under the Issuer's 2024 Equity Incentive Plan and which represent the maximum amount of LTIP Units that can vest on December 2, 2025 contingent upon the achievement of certain performance criteria. |
| 4. The Reporting Person will not earn any of the 3,129 performance-based LTIP Units if the minimum performance criteria is not met. The 3,129 performance-based LTIP Units are being reported here for informational purposes only. 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. |
| 5. N/A |
| Remarks: |
| Exhibit No. 24.1 Power of Attorney dated December 27, 2024 |
| John Esbenshade, by Zoya Afridi, his Attorney-in-fact | 01/13/2025 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.