SEC Form 4 · accession 0001618563-18-000066
National Storage Affiliates Trust · NSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George L Chapman
Director
Period of report
May 24, 2018
Accepted (ET)
May 29, 2018 · 4:34 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 A OP UnitsF1,F4,F5,F6,F2,F3 | — | May 24, 2018 | A | 5,497 | A | — | — | Common shares of beneficial interest, $0.01 par value | 5,497 | 27,696 | I |
Explanation of responses
- F1Consists of 5,497 Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") held by George L. Chapman, Revocable Trust, for the benefit of George L. Chapman, which are issuable upon the conversion of 5,497 long-term incentive plan units ("LTIP Units") in the Partnership. The Reporting Person is trustee and has or shares voting and investment power. The LTIP Units were granted to the Reporting Person under the Issuer's 2015 Equity Incentive Plan, and are scheduled to vest on May 23, 2019. 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.
- F2Upon conversion of such vested parity LTIP Units into Class A OP Units, the Reporting Person will have the right to cause the Partnership to redeem 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 Issuer's common shares of beneficial interest ("Shares"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
- F3N/A
- F4The price of the derivative securities was determined using the closing price of the Issuer's Shares on May 24, 2018.
- F5The Reporting Person's total direct and indirect beneficial ownership following the reported transactions above is 27,696 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 herein and therein). Following the reported transactions, the Reporting Person has total direct beneficial ownership in 5,799 vested LTIP Units and 5,497 unvested LTIP Units. The 27,696 Class A OP Units do not include non-derivative securities of the Reporting Person that were previously reported.
- F6This filing shall not be deemed 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.