SEC Form 4 · accession 0001618563-16-000154
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
Nov 1, 2016
Accepted (ET)
Nov 3, 2016 · 7:36 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,F6,F3 | — | Nov 1, 2016 | A | 62,364 | A | — | — | Common shares of beneficial interest, $0.01 par value | 62,364 | 2,446,862 | I |
Explanation of responses
- F1Beginning after November 1, 2017, the Reporting Person will have the right to cause NSA OP, LP (the "Partnership") to redeem a portion of the Reporting Person's Class A common units of limited partner interest in the Partnership ("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 62,364 Class A OP Units issued to A.D. Nordhagen, 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.
- F3N/A
- F4The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above (and those described in this footnote) is 2,446,862 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). Of those Class A OP Units previously reported, SecurCare Portfolio Holdings, Ltd. ("SecurCare"), an entity in which the Reporting Person has or shares voting and/or investment power, received its pecuniary interest in 51,799 Class A OP Units in a distribution from SecurCare Properties IV, LLC, an entity in which the Reporting Person has or shares voting and/or investment power.
- F5After receiving the 51,799 Class A OP Units referred to in footnote 4, SecurCare made a pro rata distribution of (i) 746,762 previously reported Class A OP Units to its members, including 138,677 and 399,599 Class A OP Units to SecurCare Self Storage Inc. and Nordhagen LLP, each an entity in which the Reporting Person has or shares voting and/or investment power, and (ii) 1,540,676 previously reported Class B common units of limited partner interest in the Partnership to SecurCare Self Storage Inc.
- F6In the Reporting Person's Form 4 filed on October 4, 2016, 999,174 Class A OP Units were mistakenly reported as distributed by SecurCare Self Storage Inc. to its members rather than correctly stating they were distributed by SecurCare. The 2,446,862 Class A OP Units referred to above do not include the 208,486 Class A OP Units distributed by SecurCare to those of its members that are not entities in which the Reporting Person has or shares voting and/or investment power, derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.