National Storage Affiliates Trust (NSA) Form 4 National Storage Affiliates Trust / Arlen Dale Nordhagen 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^*

Nordhagen Arlen Dale

(Last) (First) (Middle)

5200 DTC PARKWAY

STE 200

(Street)

GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016

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

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
Class A OP Units(1)	(1)(2)	11/01/2016		A		62,364(2)		(1)	(3)	Common shares of beneficial interest, $0.01 par value(1)	62,364(1)(2)	$19.61	2,446,862(4)(5)(6)	I	See Footnote(2)

Explanation of Responses:

1. Beginning after November 1, 2017, the Reporting Person will have the right to cause NSA OP, LP (the "Partnership") to redeem a portion of the Reporting Person's Class A common units of limited partner interest in the Partnership ("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 62,364 Class A OP Units issued to A.D. Nordhagen, LLC, for which the Reporting Person has or shares voting and/or 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.

3. N/A

4. The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above (and those described in this footnote) is 2,446,862 Class A OP Units which includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as specified therein). Of those Class A OP Units previously reported, SecurCare Portfolio Holdings, Ltd. ("SecurCare"), an entity in which the Reporting Person has or shares voting and/or investment power, received its pecuniary interest in 51,799 Class A OP Units in a distribution from SecurCare Properties IV, LLC, an entity in which the Reporting Person has or shares voting and/or investment power.

5. After receiving the 51,799 Class A OP Units referred to in footnote 4, SecurCare made a pro rata distribution of (i) 746,762 previously reported Class A OP Units to its members, including 138,677 and 399,599 Class A OP Units to SecurCare Self Storage Inc. and Nordhagen LLP, each an entity in which the Reporting Person has or shares voting and/or investment power, and (ii) 1,540,676 previously reported Class B common units of limited partner interest in the Partnership to SecurCare Self Storage Inc.

6. In the Reporting Person's Form 4 filed on October 4, 2016, 999,174 Class A OP Units were mistakenly reported as distributed by SecurCare Self Storage Inc. to its members rather than correctly stating they were distributed by SecurCare. The 2,446,862 Class A OP Units referred to above do not include the 208,486 Class A OP Units distributed by SecurCare to those of its members that are not entities in which the Reporting Person has or shares voting and/or investment power, derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.

Remarks:

	Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact	11/03/2016
	** 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).
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