| 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) 05/23/2019 | 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) 05/28/2019 | ||||||||||||||
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 A OP Units(1) | (2) | (3) | Common shares of beneficial interest, $0.01 par value | 790,361(1)(4) | (2) | I | See Footnote(4) |
| Class B OP Units, Series NW(1) | (5) | (3) | Class A OP Units | 7,021(1)(6) | (5)(7) | I | See Footnote(6) |
| Explanation of Responses: |
| 1. This amendment corrects the Reporting Person's Form 3 filed on May 28, 2019 (the "Original Form 3") to exclude 1,029,641 Class A common units of limited partner interest ("Class A OP Units") and 157,149 Series NW Class B common units of limited partner interest (the "Series NW Units") in NSA OP, LP (the "Partnership") held by JHJ Properties LLC ("JHJ"), which were inadvertently included because the pecuniary interest in JHJ is held by the Reporting Person's adult children who do not and did not share his same household. In addition, the Reporting Person inadvertently included 15,512 and 1,108 Class A OP Units held by JHJ in two subsequent Forms 4 filed on April 28, 2020 and October 27, 2020, respectively, for the same reason. The Reporting Person will exclude these units from his ongoing Form 4 filings. |
| 2. Beginning October 24, 2019, pursuant to the agreement of limited partnership of 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 OP Units for cash in an amount equal to the market value of common shares of beneficial interest, par value $0.01 per share (the "Common Shares"), or at the option of National Storage Affiliates Trust (the "Issuer"), Common Shares on a one-for-one basis, subject to certain adjustments. |
| 3. N/A |
| 4. The Class A OP Units in this row are comprised of 354,881 Class A OP Units held by J. Timothy Warren Revocable Living Trust for the benefit of the Reporting Person, for which the Reporting Person is trustee and has or shares voting and/or investment power, and 435,480 Class A OP Units held by AESOP LLC, for which the Reporting Person has or shares voting and/or 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 held by AESOP LLC, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. |
| 5. Beginning October 24, 2019, all or a portion of the Series NW Units of the Partnership are convertible into Class A OP Units of the Partnership (i) at the Reporting Person's election only upon the achievement of certain performance thresholds relating to the properties to which such Series NW Units relate (a "Voluntary Conversion") or (ii) at the election of the Issuer, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion"). |
| 6. The Series NW Units in this row are comprised of 7,021 Series NW Units held by AESOP LLC, for which the Reporting Person has or shares voting and/or 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 held by AESOP LLC, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. |
| 7. For Voluntary Conversions, the Series NW Units are convertible into Class A OP Units by dividing the average cash available for distribution per unit on the Series NW 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 Conversion Percentage will be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion. |
| Remarks: |
| J. Timothy Warren, by Jason W. Parsont, his attorney-in-fact | 01/29/2021 | |
| ** 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. | ||
