| 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 B OP Units, Series OV(1) | (2)(3)(4) | (5) | Class A OP Units(1)(2)(3)(4) | (1) | (2)(3)(4) | I(5) | See Footnote(5) |
| Explanation of Responses: |
| 1. This amendment corrects the Reporting Person's original Form 3 filed on April 22, 2015 (the "Original Form 3") to delete 773,569 Class B common units of limited partner interest ("Class B OP Units") in NSA OP, LP (the "Partnership") held by Optivest NSA Holdings, LLC, which were previously reported on the Original Form 3 as being beneficially owned indirectly by the Reporting Person, for which the Reporting Person was not a controlling person and never had or shared any voting or investment power over the entity's portfolio. Accordingly, such Class B OP Units should not have been included in the Original Form 3 filed by the Reporting Person. Other than the amendment set forth in this Form 3/A and the amendments set forth in the Form 3/A filed on November 7, 2016, the Reporting Person's Original Form 3 is unchanged. |
| 2. One year after the date of the completion of the initial public offering of National Storage Affiliates Trust (the "Issuer"), the Reporting Person will have 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 (the "Class A OP Units") for cash in an amount equal to the market value of an equivalent number of the Issuer's common shares, or at the Issuer's option, common shares on a one-for-one basis, subject to certain adjustments. |
| 3. Two years after the date of the completion of the initial public offering of the Issuer, the Class B OP Units of the Partnership will be convertible into Class A OP Units (i) at the Reporting Person's election only upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate (a "Voluntary Conversion") or (ii) at the Issuer's election, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion"). |
| 4. For Voluntary Conversions, the Class B OP Units will be convertible into Class A OP Units by dividing the average cash available for distribution per unit on the series of specific Class B OP Units over the one-year period prior to conversion by 110% (the "Conversion Percentage") of the cash available for distribution per unit on the Class A OP Units determined over the same period. For Non-Voluntary Conversions, the same formula is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion. |
| 5. N/A |
| Remarks: |
| Mark Van Mourick, by Jason Parsont, his Attorney-in-fact | 11/29/2016 | |
| ** 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. | ||
