SEC Form 4 · accession 0001628280-15-006685
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 · 10% Owner
Period of report
Aug 13, 2015
Accepted (ET)
Aug 17, 2015 · 9:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618563
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common shares of beneficial interest, $0.01 par valueF1,F2 | Aug 13, 2015 | P | 9,200 | $12.49 | A | 34,200 | D | |
| Common shares of beneficial interest, $0.01 par valueF1,F3 | Aug 13, 2015 | P | 21,600 | $12.46 | A | 55,800 | I | By wife |
| Common shares of beneficial interest, $0.01 par valueF1,F4,F5 | Aug 13, 2015 | P | 15,600 | $12.48 | A | 71,400 | I | By The Nord Foundation |
| Common shares of beneficial interest, $0.01 par valueF1,F4,F3 | Aug 13, 2015 | P | 48,000 | $12.48 | A | 119,400 | I | By Nordhagen LLLP |
| Common shares of beneficial interest, $0.01 par valueF1,F6 | Aug 14, 2015 | P | 13,000 | $12.71 | A | 132,400 | D | |
| Common shares of beneficial interest, $0.01 par valueF1,F7 | Aug 14, 2015 | P | 30,000 | $12.72 | A | 162,400 | I | By wife |
| Common shares of beneficial interest, $0.01 par valueF1,F4,F8 | Aug 14, 2015 | P | 21,000 | $12.70 | A | 183,400 | I | By The Nord Foundation |
| Common shares of beneficial interest, $0.01 par valueF1,F4,F9 | Aug 14, 2015 | P | 63,000 | $12.70 | A | 246,400 | I | By Nordhagen LLLP |
| Common shares of beneficial interest, $0.01 par valueF1,F10 | Aug 17, 2015 | P | 500 | $12.85 | A | 246,900 | D | |
| Common shares of beneficial interest, $0.01 par valueF1,F11 | Aug 17, 2015 | P | 500 | $12.83 | A | 247,400 | I | By wife |
| Common shares of beneficial interest, $0.01 par valueF1,F4,F10 | Aug 17, 2015 | P | 500 | $12.85 | A | 247,900 | I | By The Nord Foundation |
| Common shares of beneficial interest, $0.01 par valueF1,F4,F10,F12 | Aug 17, 2015 | P | 500 | $12.85 | A | 248,400 | I | By Nordhagen LLLP |
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 SCF15,F13,F14,F18,F16,F17 | — | Aug 17, 2015 | P | 8,462 | A | — | — | Class A OP Units | — | 2,253,064 | I |
Explanation of responses
- F1Represents common shares of beneficial interest, $0.01 par value ("Common Shares"), purchased in the open market.
- F10The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.83 to $12.85, inclusive.
- F11The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.79 to $12.85, inclusive.
- F12The Reporting Person's total direct and indirect beneficial ownership following the reported transactions in this class of securities is 248,400 Common Shares, which includes those Common Shares reported on Form 4 on April 30, 2015. The 248,400 Common Shares does not include derivative securities of the Reporting Person that have been reported on the Reporting Person's Form 3 dated April 22, 2015 (the "Form 3"), this Form 4, and the other Form 4 filings of the Reporting Person.
- F13Two years after the date of the completion of the initial public offering of the Issuer, the Class B common units of limited partner interest (the "Class B OP Units") of NSA OP, LP ("Partnership") will be convertible into Class A common units of limited partner interest (the "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"). For 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.
- F14For 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.
- F15Consists of 8,462 Class B OP Units held by SA-SCMI, LLC, for which the Reporting Person has or shares voting and investment power. These units were originally issued on April 22, 2015. The Reporting Person is voluntarily reporting these units early. This 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.
- F16Not applicable
- F17One year after the date of the completion of the initial public offering of the Issuer, the Reporting Person will have 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 Issuer's common shares, or at the Issuer's option, common shares on a one-for-one basis, subject to certain adjustments.
- F18The Reporting Person's total direct and indirect beneficial ownership following the reported transactions in this class of securities is 2,253,064 Class B OP Units, which includes those Class B OP Units reported on the Reporting Person's Form 3. The 2,253,064 Class B OP Units does not include securities of other classes that are reported on the Reporting Person's Form 3, this Form 4, and the other Form 4 filings of the Reporting Person.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.36 to $12.61, inclusive. The reporting person undertakes to provide to National Storage Affiliates Trust (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2) and (3) and (5) through (11) to this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.36 to $12.61, inclusive.
- F4Consists of the Common Shares set forth in Column 4 held by the entity set forth in Column 7, for which the Reporting Person has or shares voting and investment power. This 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.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.35 to $12.61, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.52 to $12.82, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.55 to $12.82, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.52 to $12.81, inclusive.
- F9The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.61 to $12.80, inclusive.