SEC Form 4 · accession 0001618563-17-000080
National Storage Affiliates Trust · NSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George L Chapman
Director
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 4:35 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,F4,F5,F6,F2,F3 | — | May 31, 2017 | A | 2,664 | A | — | — | Common shares of beneficial interest, $0.01 par value | 2,664 | 22,199 | I |
| LTIP UnitsF1,F7,F5,F6,F2,F3 | — | May 31, 2017 | C | 16,400 | D | — | — | Class A OP Units | 16,400 | 5,799 | I |
| Class A OP UnitsF1,F7,F5,F6,F2,F3 | — | May 31, 2017 | C | 16,400 | A | — | — | Common shares of beneficial interest, $0.01 par value | 16,400 | 22,199 | I |
Explanation of responses
- F1Consists of 2,664 Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") held by George L. Chapman, Revocable Trust, for the benefit of George L. Chapman, which are issuable upon the conversion of 2,664 long-term incentive plan units ("LTIP Units") in the Partnership. The Reporting Person is trustee and has or shares voting and investment power. The LTIP Units were granted to the Reporting Person under the Issuer's 2015 Equity Incentive Plan, and are scheduled to vest on May 23, 2018. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership's agreement of limited partnership.
- F2Upon conversion of such vested parity LTIP Units into Class A OP Units, 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 Issuer's common shares of beneficial interest ("Shares"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
- F3N/A
- F4The price of the derivative securities was determined using the three-day trailing average closing price of the Issuer's Shares on May 24, 2017.
- F5The Reporting Person's total direct and indirect beneficial ownership following the reported transactions above is 22,199 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 herein and therein). Following the reported transactions, the Reporting Person has total direct beneficial ownership in 3,135 vested LTIP Units and 2,664 unvested LTIP Units. The 22,199 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
- F6This filing shall not be deemed 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. In the Reporting Person's Form 4 dated June 07, 2016, the reference to "George L. Chapman, Irrevocable Trust" is hereby corrected to instead be a reference to "George L. Chapman, Revocable Trust."
- F7Consists of 16,400 vested LTIP Units held by the Reporting Person which were converted into 16,400 Class A OP Units as described in footnote 1 above. The Reporting Person previously reported the 16,400 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, the conversion described in this Form 4 is being reported on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 16,400 LTIP Units into 16,400 Class A OP Units.