| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Public Storage [ PSA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/29/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| AO LTIP Units | $184.85 | 07/29/2024 | M | 1,889 | (1)(2) | 04/20/2030 | Common Shares | 1,889 | (1)(2) | 3,274 | D | ||||
| LTIP Units | (3) | 07/29/2024 | M | 735.82(1)(2) | (3) | (3) | Common Shares | 735.82 | $0 | 735.82 | D | ||||
| Explanation of Responses: |
| 1. On March 5, 2024, the reporting person exchanged an option to purchase 5,163 common shares of beneficial interest, par value $0.01 per share ("Common Shares"), of Public Storage (the "Company") for 5,163 limited partnership units in Public Storage OP, L.P. designated as AO LTIP Units ("AO LTIP Units"). AO LTIP Units are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested limited partnership units of Public Storage OP, L.P. designated as LTIP Units ("LTIP Units"), determined by the quotient of (i) the excess of the value of a Common Share as of the date of the conversion over $184.85, divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIP Units into which AO LTIP Units have been converted are further convertible, [footnote continued] |
| 2. [Continued from footnote] conditioned upon minimum allocations to the capital accounts of the LTIP Units for U.S. federal income tax purposes, into an equal number of limited partnership units in Public Storage OP, L.P. ("OP Units"). The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Company's option. |
| 3. Common Shares are issued upon the redemption of OP Units on a one for one basis. OP Units have no expiration date. |
| Remarks: |
| /s/ Steven C. Babinski, Attorney-in-Fact | 07/30/2024 | |
| ** 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. | ||
| 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. | ||
