SEC Form 4 · accession 0001618563-15-000014
National Storage Affiliates Trust · NSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arlen Dale Nordhagen
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 7:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618563
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A OP UnitsF1,F3,F5,F2,F4 | — | Oct 1, 2015 | J | 359,487 | A | — | — | Common shares of beneficial interest, $0.01 par value | 359,487 | 3,526,811 | I |
| Class B OP Units, Series SCF6,F3,F8,F2,F7,F4 | — | Oct 1, 2015 | J | 34,511 | A | — | — | Class A OP Units | — | 2,287,575 | I |
Explanation of responses
- F1Consists 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.
- F2The 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.
- F3Pursuant 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.
- F4N/A
- F5The 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.
- F6Consists 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").
- F7For 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.
- F8The 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.