SEC Form 4 · accession 0001618563-17-000109
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
Oct 16, 2017
Accepted (ET)
Oct 18, 2017 · 5:10 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 MIF1,F4,F6,F7,F2,F3,F5 | — | Oct 16, 2017 | A | 22,214 | A | — | — | Class A OP Units | — | 286,831 | I |
Explanation of responses
- F1The Series MI Class B common units of limited partner interest (the "Series MI 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 Series MI 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 Series MI Units are convertible into Class A OP Units by dividing the average cash available for distribution per unit on the Series MI 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. For Non-Voluntary Conversions, the Conversion Percentage will be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion.
- F3To the extent the Series MI Units described herein are converted into Class A OP Units beginning after July 1, 2019, 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 22,214 Series MI Units issued to SecurCare Self Storage, Inc. ("SecurCare"), 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 Series MI Units following the reported transaction above is 286,831 Series MI Units, which includes 264,617 Series MI Units previously reported as Series SC Class B common units of limited partner interest (the "Series SC Units") of the Partnership held by SA-SCMI, LLC ("SA-SCMI") and the Series MI Units reported herein. The Series SC Units held by SA-SCMI were reclassified as Series MI Units on July 1, 2017. On the same day, SA-SCMI made a pro rata liquidating distribution to its members of (i) 264,617 Series MI Units to SecurCare and (ii) 273,197 Series MI Units to a third party, all of which were previously reported by the Reporting Person as Series SC Units.
- F7The 286,831 Series MI Units referred to above do not include derivative securities of other classes (including the Reporting Person's total direct and indirect beneficial ownership of 2,035,952 Series SC Units) or non-derivative securities of the Reporting Person that were previously reported.