SEC Form 4 · accession 0001618563-19-000037
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 27, 2019
Accepted (ET)
Mar 1, 2019 · 4:59 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 27, 2019 | A | 55,995 | A | — | — | Common shares of beneficial interest, $0.01 par value | 55,995 | 2,619,586 | D |
| LTIP UnitsF1,F2,F8,F7,F9,F4 | — | Feb 27, 2019 | C | 180,049 | D | — | — | Class A OP Units | 180,049 | 169,182 | D |
| Class A OP UnitsF1,F8,F7,F5,F9,F4 | — | Feb 27, 2019 | C | 180,049 | A | — | — | Common shares of beneficial interest, $0.01 par value | 180,049 | 2,619,586 | D |
Explanation of responses
- F1Pursuant to the agreement of limited partnership (the "Partnership Agreement") 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 the first row of this table are comprised of 55,995 Class A OP Units issuable upon the conversion of 55,995 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2019 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 15,269 vest in three annual installments on January 1, 2020, January 1, 2021, and January 1, 2022, subject to continued employment by the Reporting Person and 40,726 represent the maximum amount of LTIP units that can vest on January 1, 2022 contingent upon the achievement of certain performance criteria.
- F3The Reporting Person will not earn any of the 40,726 performance-based LTIP units if the minimum performance criteria is not met. The 40,726 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 transactions above (including the LTIP Units conversion described in footnote 8 below) is 2,619,586 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). Of those Class A OP Units previously reported, 225,657 Class A OP Units issuable upon the exchange of 225,657 Class X common units of limited liability company interest (the "Class X Units") held by the Reporting Person's wife in SecurCare American Portfolio, LLC, were transferred to DLAN Corporation ("DLAN") in a transaction that effects only a change in the form of beneficial ownership without changing the Reporting Person's pecuniary interest in such Class X Units. The Reporting Person has or shares voting and/or investment power in DLAN.
- 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.
- F7Pursuant to the Partnership Agreement, upon the achievement of certain conditions, a holder of LTIP Units of the Partnership is entitled to convert such LTIP Units into Class A OP Units of the Partnership on a one-for-one basis.
- F8Consists of 180,049 LTIP Units held by the Reporting Person which were converted into 180,049 Class A OP Units as described in footnote 7 above.
- F9Following the reported transactions, the Reporting Person has total direct beneficial ownership in 5,503 vested LTIP Units and 163,679 unvested LTIP Units. The Reporting Person previously reported the 180,049 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, rows 2 and 3 of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 180,049 LTIP Units into 180,049 Class A OP Units.