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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 04/22/2015 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class A OP Units(1)(2) | (3) | (4) | Common shares of beneficial interest, $0.01 par value | 135,465(1)(2)(5) | (3) | I | See Footnote(1)(2) |
| Explanation of Responses: |
| 1. This amendment corrects the Reporting Person's original Form 3 filed on April 22, 2015 (the "Original Form 3") to add the row set forth above, which consists of 135,465 Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") issuable upon the conversion of 57,955 vested long-term incentive plan units ("LTIP Units") in the Partnership and 77,510 unvested LTIP Units in the Partnership held by Optivest Properties, LLC as of April 22, 2015, for which the Reporting Person had or shared voting and investment power as of such date. These units were inadvertently omitted from the Reporting Person's Original Form 3 and one subsequent Form 4 filed by the reporting person on June 15, 2016 (the "Subsequent Form 4"). |
| 2. 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. The unvested LTIP units were granted to the Reporting Person under the Issuer's 2013 Long-Term Incentive Plan, and vest along a schedule at certain times prior to December 31, 2017, upon the achievement of certain performance goals, or upon the completion of the Issuer's initial public offering. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership's agreement of limited partnership. Beginning April 28, 2016, upon conversion of such vested parity LTIP Units into Class A OP Units, the Reporting Person has the right to cause the Partnership to redeem a portion of the Reporting Person's Class A OP Units for cash in an amount equal to the market value of an equivalent number of the Issuer's common shares of beneficial interest ("Shares"), or, at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments. |
| 4. N/A |
| 5. This amendment also corrects the Reporting Person's Original Form 3 to delete 272,529 Class A OP Units and 41,190 Class B common units of limited partner interest ("Class B OP Units") in the Partnership held by Storage Direct at Dover, LLC and 51,985 Class A OP Units and 27,992 Class B OP Units held by Storage Direct of Bow and Wakefield, LLC as of April 22, 2015, which were previously reported on the Original Form 3 as being beneficially owned indirectly by the Reporting Person, for which the Reporting Person never had or shared any voting or investment power. Such Class A OP Units and Class B OP Units should not have been included in the Original Form 3 filed by the Reporting Person, nor should they have been included in the Subsequent Form 4. Other than the amendments set forth in this Form 3/A, the Reporting Person's Form 3 filed on April 22, 2015 is unchanged. |
| Remarks: |
| Mark Van Mourick, by Jason Parsont, his Attorney-in-fact | 11/07/2016 | |
| ** 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 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. | ||