Hughes B Wayne JR Form 4 Public Storage / B WAYNE HUGHES JR ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

HUGHES B WAYNE JR

(Last) (First) (Middle)

C/O PUBLIC STORAGE

701 WESTERN AVENUE

(Street)

GLENDALE CA 91201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Public Storage [ PSA ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2017

4. 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 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
Common Stock								5,039,127	I	By Living Trust(1)
Common Stock								11,348	D(2)
Common Stock								44,312	I	By IRA(3)
Common Stock								22,100	I	As Trustee(4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)(5)	$223.93	04/26/2017		A		5,000		04/26/2018	04/26/2027	Common Stock	5,000	$0	5,000	D
Stock Option (right to buy)(6)	$258.49							04/25/2017	04/25/2026	Common Stock	5,000		5,000	D
Stock Option (right to buy)(6)	$187.91							04/30/2016	04/30/2025	Common Stock	5,000		5,000	D
Stock Option (right to buy)(6)	$176.19							05/01/2015	05/01/2024	Common stock	5,000		5,000	D
Stock Option (right to buy)(6)	$164.62							05/09/2014	05/09/2023	Common Stock	5,000		5,000	D
Stock Option (right to buy)(6)	$144.97							05/03/2013	05/03/2022	Common Stock	5,000		5,000	D
Stock Option (right to buy)(6)	$115.96							05/05/2012	05/05/2021	Common Stock	5,000		5,000	D
Stock Option (right to buy)(6)	$94.25							05/06/2011	05/06/2020	Common Stock	5,000		5,000	D
Stock Option (right to buy)(6)	$62.8							05/07/2010	05/07/2019	Common Stock	5,000		5,000	D

Explanation of Responses:

1. By reporting person as trustee for the B. Wayne Hughes, Jr. Living Trust.

2. By Tamara Hughes Gustavson and B. Wayne Hughes, Jr. - Separate Property.

3. By custodian of an IRA for benefit of reporting person.

4. By reporting person as a trustee of a trust for the benefit of reporting person's son.

5. Stock Option granted pursuant to the 2016 Equity and Performance-Based Incentive Compensation Plan. Option vests in three (3) equal annual installments beginning one (1) year from the grant date.

6. Stock Option granted pursuant to the 2007 Equity and Performance-Based Incentive Compensation Plan, as Amended. Option vests in three (3) equal annual installments beginning one (1) year from the grant date.

	/s/ David Goldberg, Attorney-in-Fact	04/27/2017
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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