National Storage Affiliates Trust (NSA) Form 4 National Storage Affiliates Trust / J. Timothy Warren 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^*

Warren J. Timothy

(Last) (First) (Middle)

C/O NATIONAL STORAGE AFFILIATES TRUST

8400 EAST PRENTICE AVENUE, 9TH FLOOR

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2020

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)	10/23/2020		A		1,108(2)(3)(4)(5)		(1)	(6)	Common shares of beneficial interest, $0.01 par value	1,108(1)(2)(3)(4)(5)	$33.17	1,847,354(7)	I	See Footnote(2)(3)(4)(5)

Explanation of Responses:

1. Beginning after October 23, 2021, the Reporting Person will have the right to cause NSA OP, LP (the "Partnership") to redeem all or a portion 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, $0.01 par value ("Common Shares") of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Common Shares on a one-for-one basis, subject to certain adjustments.

2. On October 23, 2020, JHJ Properties LLC ("JHJ"), an entity in which the Reporting Person has or shares voting and/or investment power became entitled to receive 1,108 Class A OP Units, representing its proportionate share of Class A OP Units earned pursuant to an earnout agreement (the "Earnout") in connection with the contribution by NWSS Silverton Rd Storage LLC ("Silverton Road") in exchange for Class A OP Units of the Partnership on April 24, 2020 (the "Effective Date").

3. The Earnout provides that, six months after the Effective Date, the former members of Silverton Road, including JHJ, could elect to receive additional Class A OP Units, Class B common units of limited partner interest of NSA OP, LP (the "Class B OP Units") or cash if certain performance conditions were met. As a result of the satisfaction of these performance conditions, certain former members of Silverton Road elected to receive additional Class A OP Units of the Partnership, including the 1,108 Class A OP Units received by JHJ as reported herein.

4. The number of Class A OP Units issuable pursuant to the Earnout was determined pursuant to a formula set forth in the Earnout which provides that, for the purpose of determining the number of Class A OP Units issuable, Class A OP Units are valued using the ten-day trailing average closing price of the Issuer's Common Shares on October 21, 2020. The Reporting Person's right to receive such additional Class A OP Units on October 23, 2020 became fixed and irrevocable on the Effective Date. Under the Earnout, subject to the satisfaction of similar performance conditions, the former members of Silverton Road, including JHJ, have the right to receive additional Class A OP Units, Class B OP Units or cash at two additional dates in the future.

5. 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.

6. N/A

7. The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the transaction reported in the table above is 1,847,354 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 in such previous reports). The 1,847,354 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:

	J. Timothy Warren, by Jason W. Parsont, his attorney-in-fact	10/27/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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