SEC Form 5 · accession 0001618563-18-000008
National Storage Affiliates Trust · NSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Maxen Howard
Director
Period of report
Dec 31, 2017
Accepted (ET)
Feb 14, 2018 · 6:02 pm EST
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,F3 | — | Dec 31, 2017 | G | 17,962 | D | — | — | Common shares of beneficial interest, $0.01 par value | 17,962 | 4,172,397 | I |
| Class A OP UnitsF1,F2,F4,F5,F6,F7,F3 | — | Dec 31, 2017 | G | 17,962 | A | — | — | Common shares of beneficial interest, $0.01 par value | 17,962 | 4,190,359 | I |
| Class B OP Units, Series NWF2,F1,F8,F9,F3 | — | Dec 31, 2017 | G | 7,231 | D | — | — | Class A OP Units | — | 1,700,398 | I |
| Class B OP Units, Series NWF2,F7,F10,F1,F8,F9,F3 | — | Dec 31, 2017 | G | 7,231 | A | — | — | Class A OP Units | — | 1,707,629 | I |
Explanation of responses
- F1The Reporting Person has the right to cause NSA OP, LP (the "Partnership") to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest of the Partnership (the "Class A OP Units") reported in Column 5 of this Form 5 for cash in an amount equal to the market value of an equivalent number of common shares of beneficial interest of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, common shares of beneficial interest ("Shares") on a one-for-one basis, subject to certain adjustments.
- F10The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the transactions reported in the table above is 1,707,629 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein. Of these, (i) 968,320 Class B OP Units previously reported as held by HFLPII, in connection with the dissolution of HFLPII, were transferred to HFLPI and (ii) 171,381 Class B OP Units previously reported as held by the Howard 2011 Trust, in connection with the dissolution of Howard 2011 Trust, were transferred to the Howard 2017 Trust. The 1,707,629 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
- F2On December 31, 2017, Kevin Maxen Howard, Trustee, Howard Family Trust DTD January 26, 2011, a trust in which the Reporting Person had or shared voting and investment power ("Howard 2011 Trust"), in connection with the dissolution of the Howard 2011 Trust, made a bona fide gift of 17,962 Class A OP Units and 7,231 Class B common units of limited partner interest, Series NW (the "Class B OP Units") of the Partnership to Bobette T. Howard Revocable Living Trust DTD 12/31/17, a trust in which the Reporting Person's spouse is the trustee and in which the Reporting Person has or shares voting and investment power ("Bobette 2017 Trust").
- F3N/A
- F4The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the transactions reported in the table above is 4,190,359 Class A OP Units. Of these, 490,001 Class A OP Units previously reported as held by the Howard 2011 Trust were transferred to Kevin M. Howard Revocable Living Trust DTD 12/31/17 ("Howard 2017 Trust"), 1,666,850 Class A OP Units previously reported as held by Howard Family Limited Partnership II ("HFLPII") were transferred to Howard Family Limited Partnership I ("HFLPI") and 6,195 Class A OP Units previously reported as held by Bobette Theresa Howard, Trustee, Howard Family Trust DTD January 26, 2011 ("Bobette 2011 Trust") were transferred to Bobette 2017 Trust, in each case in connection with the dissolution of the transferor entities.
- F5The Reporting Person had or shared voting and investment power in each of HFLPII and the Bobette 2011 Trust and has or shares voting and investment power in each of the Howard 2017 Trust and HFLPI.
- F6The 4,190,359 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
- F7This 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.
- F8January 1, 2019 is the earliest effective date on which the Class B OP Units reported in Column 5 of this Form 5 may converted into Class A OP Units (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 Issuer's election, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion").
- F9For Voluntary Conversions, the Class B OP Units will be 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. For Non-Voluntary Conversions, the same formula is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion.