SEC Form 4 · accession 0001618563-18-000025

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

Mar 1, 2018

Accepted (ET)

Mar 5, 2018 · 5:43 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 B OP Units, Series NW^{F1,F3,F5,F6,F2,F4}	—	Mar 1, 2018	M	200,000	D	—	—	Class A OP Units	410,480	1,507,629	I
Class A OP Units^{F1,F3,F5,F6,F4}	—	Mar 1, 2018	M	410,480	A	—	—	Common shares of beneficial interest, $0.01 par value	410,480	4,600,839	I
Class A OP Units^{F1,F7,F5,F6,F3,F4}	—	Mar 1, 2018	S	11,250	D	—	—	Common shares of beneficial interest, $0.01 par value	11,250	4,589,589	I

Explanation of responses

F1Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), following a two-year lock-out period, a holder of Class B common units of limited partner interest, Series NW ("Class B OP Units") may elect a voluntary conversion ("Voluntary Conversion") upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate one time each year prior to December 1st to convert a pre-determined portion of Class B OP Units into Class A common units of limited partner interest ("Class A OP Units") in the Partnership.
F2Such Voluntary Conversion is effective January 1st of the following year with each Class B OP Unit being converted into the number of Class A OP Units determined 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 the conversion effective date by 110% of the cash available for distribution per unit on the Class A OP Units determined over the same period.
F3The Reporting Person made an election prior to December 1, 2017 with respect to a Voluntary Conversion of 200,000 Class B OP Units held by Howard Family Limited Partnership I, for the which the Reporting Person has or shares voting and investment power. Following the completion of the audit of National Storage Affiliates Trust (the "Issuer"), the Issuer notified the Reporting Person on March 1, 2018 that such Class B OP Units converted into 410,480 Class A OP Units effective January 1, 2018. The Reporting Person has the right to cause the Partnership to redeem all or 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 common shares of beneficial interest ("Shares") of Issuer, or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
F4N/A
F5The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the reported transaction above is 1,507,629, which includes those Class B OP Units previously reported and the Class B OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class B OP Units as specified therein). The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above is 4,589,589, 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).
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.
F7Consists of 11,250 Class A OP Units sold in a private sale by Howard Family Limited Partnership I to a third party.