Nordhagen Arlen Dale Form 4 National Storage Affiliates Trust / Arlen Dale Nordhagen 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Nordhagen Arlen Dale

(Last)

(First)

(Middle)

5200 DTC PARKWAY

STE 200

(Street)

GREENWOOD VILLAGE

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common shares of beneficial interest, $0.01 par value	08/13/2015		P		9,200⁽¹⁾	A	$12.49⁽²⁾	34,200	D
Common shares of beneficial interest, $0.01 par value	08/13/2015		P		21,600⁽¹⁾	A	$12.46⁽³⁾	55,800	I	By wife
Common shares of beneficial interest, $0.01 par value	08/13/2015		P		15,600⁽¹⁾⁽⁴⁾	A	$12.48⁽⁵⁾	71,400	I	By The Nord Foundation⁽⁴⁾
Common shares of beneficial interest, $0.01 par value	08/13/2015		P		48,000⁽¹⁾⁽⁴⁾	A	$12.48⁽³⁾	119,400	I	By Nordhagen LLLP⁽⁴⁾
Common shares of beneficial interest, $0.01 par value	08/14/2015		P		13,000⁽¹⁾	A	$12.71⁽⁶⁾	132,400	D
Common shares of beneficial interest, $0.01 par value	08/14/2015		P		30,000⁽¹⁾	A	$12.72⁽⁷⁾	162,400	I	By wife
Common shares of beneficial interest, $0.01 par value	08/14/2015		P		21,000⁽¹⁾⁽⁴⁾	A	$12.7⁽⁸⁾	183,400	I	By The Nord Foundation⁽⁴⁾
Common shares of beneficial interest, $0.01 par value	08/14/2015		P		63,000⁽¹⁾⁽⁴⁾	A	$12.7⁽⁹⁾	246,400	I	By Nordhagen LLLP⁽⁴⁾
Common shares of beneficial interest, $0.01 par value	08/17/2015		P		500⁽¹⁾	A	$12.85⁽¹⁰⁾	246,900	D
Common shares of beneficial interest, $0.01 par value	08/17/2015		P		500⁽¹⁾	A	$12.83⁽¹¹⁾	247,400	I	By wife
Common shares of beneficial interest, $0.01 par value	08/17/2015		P		500⁽¹⁾⁽⁴⁾	A	$12.85⁽¹⁰⁾	247,900	I	By The Nord Foundation⁽⁴⁾
Common shares of beneficial interest, $0.01 par value	08/17/2015		P		500⁽¹⁾⁽⁴⁾	A	$12.85⁽¹⁰⁾	248,400⁽¹²⁾	I	By Nordhagen LLLP⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B OP Units, Series SC	⁽¹³⁾⁽¹⁴⁾	08/17/2015		P		8,462⁽¹⁵⁾		⁽¹³⁾	⁽¹⁶⁾	Class A OP Units⁽¹⁷⁾	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	2,253,064⁽¹⁸⁾	I	See Footnote⁽¹⁵⁾

Explanation of Responses:

1. Represents common shares of beneficial interest, $0.01 par value ("Common Shares"), purchased in the open market.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.36 to $12.61, inclusive. The reporting person undertakes to provide to National Storage Affiliates Trust (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2) and (3) and (5) through (11) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.36 to $12.61, inclusive.

4. Consists of the Common Shares set forth in Column 4 held by the entity set forth in Column 7, for which the Reporting Person has or shares voting and investment power. 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. These shares were purchased in multiple transactions at prices ranging from $12.35 to $12.61, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.52 to $12.82, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.55 to $12.82, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.52 to $12.81, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.61 to $12.80, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.83 to $12.85, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.79 to $12.85, inclusive.

12. The Reporting Person's total direct and indirect beneficial ownership following the reported transactions in this class of securities is 248,400 Common Shares, which includes those Common Shares reported on Form 4 on April 30, 2015. The 248,400 Common Shares does not include derivative securities of the Reporting Person that have been reported on the Reporting Person's Form 3 dated April 22, 2015 (the "Form 3"), this Form 4, and the other Form 4 filings of the Reporting Person.

13. Two years after the date of the completion of the initial public offering of the Issuer, the Class B common units of limited partner interest (the "Class B OP Units") of NSA OP, LP ("Partnership") will be convertible into Class A common units of limited partner interest (the "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"). 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.

14. 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.

15. Consists of 8,462 Class B OP Units held by SA-SCMI, LLC, for which the Reporting Person has or shares voting and investment power. These units were originally issued on April 22, 2015. The Reporting Person is voluntarily reporting these units early. 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.

16. Not applicable

17. One year after the date of the completion of the initial public offering of 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 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.

18. The Reporting Person's total direct and indirect beneficial ownership following the reported transactions in this class of securities is 2,253,064 Class B OP Units, which includes those Class B OP Units reported on the Reporting Person's Form 3. The 2,253,064 Class B OP Units does not include securities of other classes that are reported on the Reporting Person's Form 3, this Form 4, and the other Form 4 filings of the Reporting Person.

Remarks:

	Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact	08/17/2015
	** 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.

Nordhagen Arlen Dale Form 4National Storage Affiliates Trust / Arlen Dale Nordhagen ownership change