National Storage Affiliates Trust (NSA) Form 3 National Storage Affiliates Trust / Derek Bergeon ownership change

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^*

Bergeon Derek

(Last) (First) (Middle)

C/O NATIONAL STORAGE AFFILIATES TRUST

8400 EAST PRENTICE AVENUE, 9TH FLOOR

(Street)

GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2023

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

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

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

5. 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 Beneficially Owned
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)
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)	(1)(2)	(3)	Common shares of beneficial interest, $0.01 par value	22,146(1)(2)(4)(5)	(1)(2)	D

Explanation of Responses:

1. Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest ("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. The Class A OP Units in this table are comprised of 4,920 Class A OP Units, 3,012 Class A OP Units issuable upon the conversion of 3,012 vested long-term incentive plan units ("LTIP Units") in the Partnership and 14,214 Class A OP Units issuable upon conversion of 14,214 unvested LTIP Units, granted to the Reporting Person under the Issuer's 2015 Equity Incentive Plan pursuant to LTIP Unit Award Agreements between the Issuer and the Reporting Person.

3. N/A

4. Of the 14,214 unvested LTIP Units, 5,712 vest in six installments from January 1, 2024 through January 1, 2026, subject to continued employment by the Reporting Person and 8,502 represent the maximum amount of performance-based LTIP Units that can vest on January 1, 2026 contingent upon the achievement of certain performance criteria.

5. The Reporting Person will not earn any of the 8,502 performance-based LTIP Units if the minimum performance criteria are not met. The 8,502 performance-based LTIP Units are being reported here for informational purposes only. 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.

Remarks:

Exhibit No. 24.1 Power of Attorney dated April 3, 2023.

	Derek Bergeon, by Zoya Afridi, his Attorney-in-fact	04/10/2023
	** 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).
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