SEC Form 4 · accession 0001618563-16-000127
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
Sep 1, 2016
Accepted (ET)
Sep 6, 2016 · 9:03 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 B OP Units, Series SCF1,F4,F6,F2,F3,F5 | — | Sep 1, 2016 | P | 102,555 | A | — | — | Class A OP Units | — | 2,528,849 | I |
Explanation of responses
- F1Beginning after April 28, 2017, the Class B common units of limited partner interest (the "Class B OP Units"), Series SC, 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 election of National Storage Affiliates Trust (the "Issuer"), 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. Beginning after September 1, 2017, the Reporting Person will have the right to cause the Partnership to redeem 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 common shares of beneficial interest ("Shares") of the Issuer or, at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
- F4Consists of 102,555 Class B OP Units, Series SC, issued to SecurCare Oklahoma A+ Portfolio, 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 Reporting Person's total direct and indirect beneficial ownership following the reported transaction above is 2,528,849 Class B OP Units, Series SC, which includes those Class B OP Units, Series SC, 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 herein and therein). The 2,528,849 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.