SEC Form 4 · accession 0001179110-18-012652
Extra Space Storage Inc. · EXR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth M. Woolley
Director
Period of report
Nov 5, 2018
Accepted (ET)
Nov 7, 2018 · 6:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001289490
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Prepaid Variable Forward ContractF1,F2,F3 | — | Nov 5, 2018 | J | 300,000 | D | Nov 8, 2018 | Nov 8, 2018 | Common Stock | 300,000 | 0 | D |
| Prepaid Variable Forward ContractF4,F5,F6 | — | Nov 5, 2018 | J | 300,000 | A | May 13, 2019 | May 13, 2019 | Common Stock | 300,000 | 300,000 | D |
Explanation of responses
- F1On November 5, 2018, the reporting person terminated a prepaid variable forward sale contract that was entered into on November 10, 2017 with an unaffiliated third party buyer, for a negotiated settlement price of $23,130,408 payable by the reporting person. The funds for such termination were obtained, in part, by the reporting person entering into a new prepaid variable forward sale contract (see Footnotes 4, 5, and 6 below). The 2017 contract obligated the reporting person to deliver to the buyer up to 300,000 shares of EXR common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of EXR common stock at that time) on the maturity date of the contract (November 8, 2018). (continued in Footnote 2).
- F2In exchange for entering into the 2017 contract and assuming the obligations thereunder, the reporting person received a cash payment of $21,761,337. The reporting person pledged 300,000 shares of EXR common stock (the "2017 Pledged Shares") to secure his obligations under the 2017 contract, and retained voting and dividend rights in the 2017 Pledged Shares during the term of the pledge. The number of shares of EXR common stock to be delivered to the buyer on the maturity date would be determined as follows: (a) if the volume weighted average price of EXR common stock on November 8, 2018 (the "Settlement Price") is less than or equal to $77.0977 ( the "Floor Level"), the reporting person will deliver to the buyer all of the 2017 Pledged Shares; (continued in Footnote 3)
- F3(b) if the Settlement Price is between the Floor Level and $94.2305 (the "Cap Level"), the reporting person will deliver to the buyer a number of shares of EXR common stock equal to 300,000 shares multiplied by a fraction, the numerator of which is the Floor Level and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Level, the reporting person will deliver to the buyer the number of shares of EXR common stock equal to 300,000 shares multiplied by a fraction, the numerator of which is the Floor Level plus the excess of the Settlement Price over the Cap Level, and the denominator of which is the Settlement Price.
- F4In a separate transaction on November 5, 2018, solely for the purpose of replacing the 2017 contract described in Footnotes 1, 2, and 3 above, the reporting person entered into another prepaid variable forward sale contract with an unrelated third party buyer. This new contract obligates the reporting person to deliver to the buyer up to 300,000 shares of EXR common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of EXR common stock at that time) on the maturity date of the contract (May 13, 2019). In exchange for assuming this obligation, the reporting person received a cash payment of $23,130,408. The reporting person pledged 300,000 shares of EXR common stock (the "New Pledged Shares") to secure his obligations under the contract, and retained voting and dividend rights in the New Pledged Shares during the term of the pledge. (continued in footnote 5)
- F5The number of shares of EXR common stock to be delivered to the buyer on the maturity date would be determined as follows: (a) if the volume weighted average price of EXR common stock on May 13, 2019 (the "Settlement Price") is less than or equal to $79.6254 ( the "Floor Level"), the reporting person will deliver to the buyer all of the New Pledged Shares; (b) if the Settlement Price is between the Floor Level and $97.5174 (the "Cap Level"), the reporting person will deliver to the buyer a number of shares of EXR common stock equal to 300,000 shares multiplied by a fraction, the numerator of which is the Floor Level and the denominator of which is the Settlement Price; (continued in footnote 6)
- F6and (c) if the Settlement Price is greater than the Cap Level, the reporting person will deliver to the buyer the number of shares of EXR common stock equal to 300,000 shares multiplied by a fraction, the numerator of which is the Floor Level plus the excess of the Settlement Price over the Cap Level, and the denominator of which is the Settlement Price.