SEC Form 4 · accession 0001618563-18-000022
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
Feb 28, 2018
Accepted (ET)
Mar 2, 2018 · 5:25 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,F5,F6,F3,F4 | — | Feb 28, 2018 | A | 43,874 | A | — | — | Common shares of beneficial interest, $0.01 par value | 43,874 | 2,563,591 | D |
Explanation of responses
- F1Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest ("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.
- F2The Class A OP Units in this table are comprised of 43,874 Class A OP Units issuable upon the conversion of 43,874 unvested long-term incentive plan units ("LTIP units") in the Partnership which were granted to the Reporting Person pursuant to a 2018 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 16,508 vest in three annual installments on January 1, 2019, January 1, 2020, and January 1, 2021, subject to continued employment by the Reporting Person and 27,366 represent the maximum amount of LTIP units that can vest on January 1, 2021 contingent upon the achievement of certain performance criteria.
- F3The Reporting Person will not earn any of the 27,366 performance-based LTIP units if the minimum performance criteria is not met. The 27,366 performance-based LTIP units are being reported here for informational purposes only. 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.
- F4N/A
- F5The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transaction above is 2,563,591 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). In connection with a pro rata liquidating distribution by SecurCare BV Member, Ltd. ("BV") to its members, 386,604 previously reported Class A OP Units issuable upon the exchange of 386,604 Class X common units of limited liability company interest (the "Class X Units") held by the Reporting Person through BV in SecurCare American Portfolio, LLC ("SAP"), were distributed as follows: (i) 225,657 to the Reporting Person's wife and (ii) 160,947 to SecurCare Self Storage, Inc., for which the Reporting Person has or shares voting and/or investment power.
- F6This 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.