National Storage Affiliates Trust Form 3 / Mourick Mark Van 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^*

Van Mourick Mark

(Last)

(First)

(Middle)

24901 DANA POINT HARBOR DRIVE

SUITE 230

(Street)

DANA POINT

92629

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2015

3. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [ NSA ]

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

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

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class A OP Units⁽¹⁾	⁽¹⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value	45,098	⁽¹⁾	I	See Footnote⁽⁵⁾
Class A OP Units⁽¹⁾	⁽¹⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value	203,669	⁽¹⁾	I	See Footnote⁽⁶⁾
Class A OP Units⁽¹⁾	⁽¹⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value	272,529	⁽¹⁾	I	See Footnote⁽⁷⁾
Class A OP Units⁽¹⁾	⁽¹⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value	51,985	⁽¹⁾	I	See Footnote⁽⁸⁾
Class A OP Units⁽¹⁾	⁽¹⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value	9,909	⁽¹⁾	I	See Footnote⁽⁹⁾
Class A OP Units⁽¹⁾	⁽¹⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value	48,833	⁽¹⁾	I	See Footnote⁽¹⁰⁾
Class B OP Units, Series OV⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽⁴⁾	Class A OP Units⁽¹⁾	⁽⁵⁾	⁽²⁾⁽³⁾	I	See Footnote⁽⁵⁾
Class B OP Units, Series OV⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽⁴⁾	Class A OP Units⁽¹⁾	⁽⁶⁾	⁽²⁾⁽³⁾	I	See Footnote⁽⁶⁾
Class B OP Units, Series OV⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽⁴⁾	Class A OP Units⁽¹⁾	⁽⁷⁾	⁽²⁾⁽³⁾	I	See Footnote⁽⁷⁾
Class B OP Units, Series OV⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽⁴⁾	Class A OP Units⁽¹⁾	⁽⁸⁾	⁽²⁾⁽³⁾	I	See Footnote⁽⁸⁾
Class B OP Units, Series OV⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽⁴⁾	Class A OP Units⁽¹⁾	⁽¹⁰⁾	⁽²⁾⁽³⁾	I	See Footnote⁽¹⁰⁾
Class B OP Units, Series OV⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽⁴⁾	Class A OP Units⁽¹⁾	⁽¹¹⁾	⁽²⁾⁽³⁾	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. One year after the date of the completion of the initial public offering of the Issuer, the Reporting Person will have the right to cause NSA OP, LP (the "Partnership") to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest (the "Class A OP Units") for cash in an amount equal to the market value of an equivalent number of the Issuer's common shares, or at the Issuer's option, common shares on a one-for-one basis, subject to certain adjustments.

2. Two years after the date of the completion of the initial public offering of the Issuer, the Class B common units of limited partner interest (the "Class B OP Units") of the Partnership will be convertible into Class A OP Units (i) at the Reporting Person's election only upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate (a "Voluntary Conversion") or (ii) at the Issuer's election, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion"). For Voluntary Conversions, the Class B OP Units will be convertible into Class A OP Units by dividing the average cash available for distribution per unit on the series of specific Class B OP Units over the one-year period prior to conversion by 110% (the "Conversion Percentage") of the cash available for distribution per unit on the Class A OP Units determined over the same period.

3. For Non-Voluntary Conversions, the same formula is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion.

4. N/A

5. Consists of 45,098 Class A OP Units and 20,386 Class B OP Units held by A Lotta Storage - Blythe, LLC, for which the Reporting Person has or shares voting and investment power. 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.

6. Consists of 203,669 Class A OP Units and 203,669 Class B OP Units held by Optivest Storage Partners of Dallas, LLC, for which the Reporting Person has or shares voting and investment power. 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.

7. Consists of 272,529 Class A OP Units and 41,190 Class B OP Units held by Storage Direct at Dover, LLC, for which the Reporting Person has or shares voting and investment power. 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.

8. Consists of 51,985 Class A OP Units and 27,992 Class B OP Units held by Storage Direct of Bow and Wakefield, LLC, for which the Reporting Person has or shares voting and investment power. 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.

9. Consists of 9,909 Class A OP Units held by The Tricia Van Mourick Separate Property Trust U/A dated 03/29/2012, for which the Reporting Person has or shares voting and investment power. 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.

10. Consists of 48,833 Class A OP Units and 51,726 Class B OP Units held by Van Mourick Diversified, LP, for which the Reporting Person has or shares voting and investment power. 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.

11. Consists of 773,569 Class B OP Units held by Optivest NSA Holdings, LLC, for which the Reporting Person has or shares voting and investment power. 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.

Remarks:

Exhibit No. 24.1 Power of Attorney dated April 6, 2015.

	Mark Van Mourick, by Jason Parsont, his Attorney-in-fact	04/22/2015
	** 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.

National Storage Affiliates Trust (NSA) Form 3National Storage Affiliates Trust / Mourick Mark Van ownership change