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) 10/01/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Class A OP Units(1) | (1)(2) | 10/01/2015 | J(3) | V | 359,487(1) | (1) | (4) | Common shares of beneficial interest, $0.01 par value | 359,487(1)(2) | (3) | 3,526,811(5) | I | See Footnote(3) | ||
| Class B OP Units, Series SC(6) | (2)(6)(7) | 10/01/2015 | J(3) | V | 34,511(6) | (6) | (4) | Class A OP Units | (2)(6)(7) | (3) | 2,287,575(8) | I | See Footnote(3) | ||
| Explanation of Responses: |
| 1. Consists of 359,487 Class A common units of limited partner interest (the "Class A OP Units") of NSA OP, LP (the "Partnership") issuable upon the exchange of 359,487 Class X common units of limited liability company interest (the "Class X Units") in SecurCare American Portfolio, LLC ("SAP") after October 1, 2020, subject to certain adjustments. |
| 2. The Reporting Person will have the right to cause the Partnership to redeem all or 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, or at the Issuer's option, issue common shares of beneficial interest on a one-for-one basis, subject to certain adjustments. |
| 3. Pursuant to a reclassification exempt under Rule 16b-7, the membership interests held indirectly by the Reporting Person in SAP through SecurCare BV Member, Ltd. were reclassified into Class X Units or Class B common units of limited liability company interest ("Class B Units"). Following the reclassification, the Reporting Person indirectly held, in the aggregate, 359,487 Class X Units and 34,511 Class B Units. The Reporting Person has or shares voting and investment power over these units. 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. |
| 4. N/A |
| 5. The Reporting Person's total direct and indirect beneficial ownership following the reported transaction above is 3,526,811 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 therein and herein). The 3,526,811 Class A OP Units does not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. |
| 6. Consists of 34,511 Series SC Class B common units of limited partner interest (the "Class B OP Units") of the Partnership issuable upon the exchange of 34,511 Class B Units in SAP on or after the date on which the Class X Units have been redeemed (see footnote 1 above). To the extent Class B Units are exchanged for Class B OP Units, the Reporting Person will have the right to convert such Class B OP Units into Class A OP Units of the Operating Partnership (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 registrant's election, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion"). |
| 7. 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. |
| 8. The Reporting Person's total direct and indirect beneficial ownership following the reported transaction above is 2,287,575 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class B OP Units as specified therein and herein). The 2,287,575 Class B OP Units does not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. |
| Remarks: |
| Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact | 10/05/2015 | |
| ** 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. | ||