SEC Form 4 · accession 0001618563-16-000106
National Storage Affiliates Trust · NSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Maxen Howard
Director · 10% Owner
Period of report
Jun 15, 2016
Accepted (ET)
Jun 17, 2016 · 6:08 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,F2,F4,F5,F3 | — | Jun 15, 2016 | J | 18,400 | A | — | — | Common shares of beneficial interest, $0.01 par value | 18,400 | 3,985,712 | D |
| Class B OP Units, Series NWF4,F5,F1,F6,F7,F3 | — | holding | — | — | — | — | — | Class A OP Units | — | 1,608,465 | I |
Explanation of responses
- F1The Reporting Person has the right to cause NSA OP, LP (the "Partnership") to redeem all of the Reporting Person's Class A common units of limited partner interest (the "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 National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, common shares of beneficial interest on a one-for-one basis, subject to certain adjustments.
- F2Pro rata liquidating distribution of 18,400 Class A OP Units of the Partnership to the Reporting Person from National Storage Affiliates Holdings, LLC, of which the Reporting Person did not have or share voting or investment power.
- F3N/A
- F4The Reporting Person previously incorrectly reported beneficial ownership of 168,174 Class A OP Units and 29,677 Class B common units of limited partner interest ("Class B OP Units"), Series NW, of the Partnership held by Just Store It!, LLC, for which the Reporting Person does not have or share voting or investment power and did not have or share voting or investment power. Accordingly, each of these amounts have respectively been deducted from Column 9 herein.
- F5The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units and Class B OP Units following the reported transaction above is 3,985,712 Class A OP Units and 1,608,465 Class B OP Units, which includes those Class A OP Units and Class B OP Units previously reported and the Class A OP Units and Class B OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units and Class B OP Units, respectively, as specified therein). The 3,985,712 Class A OP Units and 1,608,465 Class B OP Units, respectively, do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
- F6Two years after the date of the completion of the initial public offering of the Issuer, the Class B OP Units of the Partnership will be 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 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.
- F7For 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.