Iron Mountain (IRM) Form 3 IRON MOUNTAIN / DEBORAH MARSON ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

MARSON DEBORAH

(Last) (First) (Middle)

C/O IRON MOUNTAIN INCORPORATED

ONE FEDERAL STREET

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2016

3. Issuer Name and Ticker or Trading Symbol
IRON MOUNTAIN INC [ IRM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec.,VP,Gen.Counsel,Secretary

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock, par value $.01 per share	12,981	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	829	(2)	D
Restricted Stock Units	(3)	(3)	Common Stock	1,116	(2)	D
Restricted Stock Units	(4)	(4)	Common Stock	2,701	(2)	D
Employee Stock Option (Right to Buy)	(5)	03/03/2020	Common Stock	4,783	20.9	D
Employee Stock Option (Right to Buy)	(6)	03/11/2021	Common Stock	1,906	22.79	D
Employee Stock Option (Right to Buy)	(7)	02/13/2024	Common Stock	4,381	24.8	D
Employee Stock Option (Right to Buy)	(8)	02/19/2025	Common Stock	4,636	38.83	D
Employee Stock Option (Right to Buy)	(9)	03/09/2026	Common Stock	9,554	31.46	D

Explanation of Responses:

1. The restricted stock units ("RSUs"), representing a contingent right to receive a total of 2,474 shares of Common Stock, were granted to the Reporting Person on February 13, 2014 and vest in three substantially equal annual istallments beginning on the first anniversary of the grant date.

2. Each RSU represents a contingent right to receive one share of Common Stock.

3. The RSUs, representing a contingent right to receive a total of 1,673 shares of Common Stock, were granted to the Reporting Person on February 19, 2015 and vest in three substantially equal annual istallments beginning on the first anniversary of the grant date.

4. The RSUs, representing a contingent right to receive a total of 2,701 shares of Common Stock, were granted to the Reporting Person on March 9, 2016 and vest in three substantially equal annual istallments beginning on the first anniversary of the grant date.

5. This option has fully vested.

6. This option has fully vested.

7. This option has vested with respect to 2,918 shares. The remaining shares vest on February 13, 2017 (or the next business day).

8. This option has vested with respect to 1,543 shares. The remaining shares vest in two substantially equal installments on February 19, 2017 and February 19, 2018 (or, in each case as applicable, the next business day).

9. This option will vest in three substantially equal installments on March 9, 2017, March 9, 2018 and March 9, 2019 (or, in each case as applicable, the next business day).

	/s/ Elizabeth Tammaro, under Power of Attorney dated December 7, 2016, from Deborah Marson	12/09/2016
	** 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).
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