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) 09/30/2016 | ||||||||||||||||||||||||||
| 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 | ||||||||
| LTIP Units(1) | (1) | 09/30/2016 | C | 253,485(2) | (1) | (3) | Class A OP Units(1) | 253,485 | (1) | 0(4) | D | ||||
| Class A OP Units(1) | (1) | 09/30/2016 | C | 253,485(2) | (1) | (3) | Common shares of beneficial interest, $0.01 par value(1) | 253,485 | (1) | 3,985,712(4) | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), upon the achievement of certain conditions, a holder of long-term incentive plan units ("LTIP Units") of the Partnership is entitled to convert such LTIP Units into Class A common units of limited partner interest ("Class A OP Units") of the Partnership on a one-for-one basis. In addition, under the Partnership agreement, the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's resulting Class A OP Units for cash in an amount equal to the market value of an equivalent number of the common shares of beneficial interest ("Shares") of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments. |
| 2. Consists of 253,485 LTIP Units held by the Reporting Person which were converted into 253,485 Class A OP Units as described in footnote 1 above. |
| 3. N/A |
| 4. Following the reported transactions, the Reporting Person no longer holds LTIP Units. The Reporting Person previously reported the 253,485 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, this Form 4 is being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 253,485 LTIP Units into 253,485 Class A OP Units.The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above remains 3,985,712 Class A OP Units as previously reported (together with those securities convertible into, or exchangeable for, such Class A OP Units, as specified herein and therein).The 3,985,712 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. |
| Remarks: |
| Kevin Maxen Howard, by Jason Parsont, his Attorney-in-fact | 10/04/2016 | |
| ** 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. | ||