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) 08/04/2017 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common shares of beneficial interest, $0.01 par value | 08/04/2017 | S | 15,000(1) | D | $22.05(2) | 161,700(3)(4) | I | See footnote(1)(4) | ||
| Common shares of beneficial interest, $0.01 par value | 08/07/2017 | S | 15,000(1) | D | $22.06(5) | 146,700(3)(4) | I | See footnote(1)(4) | ||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Represents 30,000 common shares of beneficial interest, par value $0.01 ("Shares") of National Storage Affiliates Trust (the "Issuer") sold in the open market by Salt Lick Productions, LLC ("Salt Lick"), for which the Reporting Person had or shared voting or investment power. The net proceeds from the disposition will be distributed pro rata by Salt Lick to its members in a liquidating distribution, in which an entity controlled by the Reporting Person will be entitled to 32.8% of the net proceeds relating to 9,836 of the Shares, representing the Reporting Person's pecuniary interest in the Shares, and the other members will be entitled to the balance of the net proceeds. |
| 2. The price reported in Column 4 is a weighted average price. The Shares were sold in multiple transactions ranging from $22.04 to $22.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares of the Issuer sold at each separate price within the ranges set forth in footnotes (2) and (5) to this Form 4. |
| 3. The Reporting Person's total direct and indirect beneficial ownership following the reported transactions above is 146,700 Shares, which includes those Shares previously reported. Following the reported transactions, the Reporting Person's total direct and indirect beneficial ownership of Class A common units of limited partner interest of NSA OP, LP will continue to be 2,493,668 (which includes those securities convertible into, or exchangeable for, such Class A OP Units) as previously reported. |
| 4. 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. |
| 5. The price reported in Column 4 is a weighted average price. The Shares were sold in multiple transactions at prices ranging from $22.04 to $22.13, inclusive. |
| Remarks: |
| Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact | 08/08/2017 | |
| ** 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. | ||