SEC Form 4 · accession 0001618563-16-000138
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 30, 2016
Accepted (ET)
Oct 4, 2016 · 9:07 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2,F4,F3 | — | Sep 30, 2016 | C | 442,306 | D | — | — | Class A OP Units | 442,306 | 521,737 | D |
| Class A OP UnitsF1,F2,F4,F5,F3 | — | Sep 30, 2016 | C | 442,306 | A | — | — | Common shares of beneficial interest, $0.01 par value | 442,306 | 2,592,984 | D |
| LTIP UnitsF1,F6,F4,F3 | — | Sep 30, 2016 | C | 168,364 | D | — | — | Class A OP Units | 168,364 | 0 | I |
| Class A OP UnitsF1,F6,F4,F5,F3 | — | Sep 30, 2016 | C | 168,364 | A | — | — | Common shares of beneficial interest, $0.01 par value | 168,364 | 2,592,984 | I |
Explanation of responses
- F1Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), upon the achievement of certain conditions, a holder of long-term incentive plan units ("LTIP Units") of the Partnership is entitled to convert such LTIP Units into Class A common units of limited partner interest ("Class A OP Units") of the Partnership on a one-for-one basis. In addition, under the Partnership agreement, the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's resulting 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 National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
- F2Consists of 442,306 LTIP Units held by the Reporting Person which were converted into 442,306 Class A OP Units as described in footnote 1 above.
- F3N/A
- F4Following the reported transactions, the Reporting Person has total direct beneficial ownership in 330,000 vested LTIP Units and 191,737 unvested LTIP Units. The Reporting Person previously reported the 610,670 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, this Form 4 is being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 610,670 LTIP Units into 610,670 Class A OP Units.
- F5The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above is 2,592,984 Class A OP Units which excludes (i) 999,174 Class A OP Units previously reported by the Reporting Person as held by SecurCare Self Storage, Inc. ("SecurCare"), which have been distributed as a pro rata distribution from SecurCare to its members and (ii) 79,600 LTIP Units previously reported by the Reporting Person, which have been forfeited, and includes those securities convertible into, or exchangeable for, such Class A OP Units (8,923 Class A OP Units previously reported as held indirectly by SecurCare are now held by the Reporting Person directly as a result of the pro rata distribution referenced above) as specified herein and therein. The 2,592,984 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
- F6Consists of 168,364 LTIP Units held by SecurCare which were converted into 168,364 Class A OP Units as described in footnote 1 above, for which the Reporting Person has or shares voting and 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.