SEC Form 4 · accession 0001618563-17-000084
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
Period of report
Jun 13, 2017
Accepted (ET)
Jun 14, 2017 · 6:44 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 | — | Jun 13, 2017 | A | 44,917 | A | — | — | Class A OP Units | — | 2,573,766 | I |
Explanation of responses
- F1The Class B common units of limited partner interest, Series SC (the "Class B OP Units") of NSA OP, LP (the "Partnership") are 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 are 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 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. To the extent the Class B OP Units described herein are converted into Class A OP Units, beginning after June 13, 2018, the Reporting Person will have the right to cause the Partnership to redeem 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 the Issuer or, at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
- F4Consists of 44,917 Class B OP Units issued to SA-SCMI 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 of Class B OP Units following the reported transaction above is 2,573,766 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein. The 2,573,766 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.