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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol National Storage Affiliates Trust [ NSA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/15/2016 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Class A OP Units(1) | (1) | 06/15/2016 | J(2) | 18,400(2) | (1) | (3) | Common shares of beneficial interest, $0.01 par value | 18,400(1)(2) | (2) | 3,985,712(4)(5) | D | ||||
| Class B OP Units, Series NW(4) | (1)(6)(7) | (1)(6) | (3) | Class A OP Units | (1)(6)(7) | 1,608,465(4)(5) | I(4) | See Footnote(4) | |||||||
| Explanation of Responses: |
| 1. The Reporting Person has the right to cause NSA OP, LP (the "Partnership") to redeem all of the Reporting Person's Class A common units of limited partner interest (the "Class A OP Units") of the Partnership reported in this Form 4 for cash in an amount equal to the market value of an equivalent number of common shares of beneficial interest of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, common shares of beneficial interest on a one-for-one basis, subject to certain adjustments. |
| 2. Pro rata liquidating distribution of 18,400 Class A OP Units of the Partnership to the Reporting Person from National Storage Affiliates Holdings, LLC, of which the Reporting Person did not have or share voting or investment power. |
| 3. N/A |
| 4. The Reporting Person previously incorrectly reported beneficial ownership of 168,174 Class A OP Units and 29,677 Class B common units of limited partner interest ("Class B OP Units"), Series NW, of the Partnership held by Just Store It!, LLC, for which the Reporting Person does not have or share voting or investment power and did not have or share voting or investment power. Accordingly, each of these amounts have respectively been deducted from Column 9 herein. |
| 5. The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units and Class B OP Units following the reported transaction above is 3,985,712 Class A OP Units and 1,608,465 Class B OP Units, which includes those Class A OP Units and Class B OP Units previously reported and the Class A OP Units and Class B OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units and Class B OP Units, respectively, as specified therein). The 3,985,712 Class A OP Units and 1,608,465 Class B OP Units, respectively, do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. |
| 6. Two years after the date of the completion of the initial public offering of the Issuer, the Class B OP Units of the Partnership will be convertible into Class A OP Units of the Partnership (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. |
| 7. 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. |
| Remarks: |
| Kevin Maxen Howard, by Jason Parsont, his Attorney-in-fact | 06/17/2016 | |
| ** 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 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. | ||