SEC Form 4 · accession 0001618563-16-000036
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
Jan 22, 2016
Accepted (ET)
Jan 26, 2016 · 5:28 pm EST
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 B OP Units, Series SCF1,F4,F2,F3,F6,F7,F5 | — | Jan 22, 2016 | P | 120,776 | A | — | — | Class A OP Units | — | 2,426,294 | I |
Explanation of responses
- F1Two years after the date of the completion of the initial public offering of the National Storage Affiliates Trust (the "Issuer"), the Class B common units of limited partner interest (the "Class B OP Units") of NSA OP, LP (the "Partnership") will be convertible into Class A common units of limited partner interest (the "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 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").
- F2For 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.
- F3For Non-Voluntary Conversions, the same formula as described in footnote 2 is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion. One year after the effective date of the contribution agreement, 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 of the Partnership reported in this Form 4 for cash in an amount equal to the market value of an equivalent number of common shares of beneficial interest of the Issuer, or at the Issuer's option, common shares of beneficial interest on a one-for-one basis, subject to certain adjustments.
- F4Consists of 120,776 Class B OP Units of the Partnership issued to SA-SCMI, 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, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
- F5N/A
- F6The price per unit of the Reporting Person's Class B OP Units in this Form 4 is $17.04. The price per unit of the Reporting Person's Class B OP Units from the Form 4 filed on January 5, 2016 was $16.72.
- F7The Reporting Person's total direct and indirect beneficial ownership following the reported transaction above is 2,426,294 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). The 2,426,294 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.