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Filing Details

Accession Number:: 0001628280-22-006631
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-17 20:40:02
Reporting Period:: 2022-03-15

Accepted Time:: 2022-03-17 20:40:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1618563	National Storage Affiliates Trust	NSA	Real Estate Investment Trusts (6798)	465053858

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1639326	Dale Arlen Nordhagen	C/O National Storage Affiliates Trust 8400 East Prentice Avenue, 9Th Floor Greenwood Village CO 80111	Executive Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares Of Beneficial Interest, $0.01 Par Value	Disposition	2022-03-16	170,000	$60.71	4,011,851	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares Of Beneficial Interest, $0.01 Par Value	Class A OP Units	Acquisiton	2022-03-15	15,766	$0.00	15,766	$0.00
Class A Op Units	LTIP Units	Acquisiton	2022-03-15	50,971	$0.00	50,971	$0.00
Common Shares Of Beneficial Interest, $0.01 Par Value	Class A OP Units	Acquisiton	2022-03-15	50,971	$0.00	50,971	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,049,982	No	4	A	Direct
65,594	No	4	C	Direct
2,049,982	No	4	C	Direct

Footnotes

Represents common shares of beneficial interest, $0.01 par value ("Common Shares") of National Storage Affiliates Trust (the "Issuer") which were contributed by Nordhagen LLLP, for which the Reporting Person has or shares voting and/or investment power, into an exchange fund in exchange for shares of the exchange fund.
The price of the Common Shares was determined using the closing price of the Issuer's Common Shares on March 16, 2022 for the purpose of determining the number of shares of the exchange fund issuable to the Reporting Person.
The Reporting Person's total direct and indirect beneficial ownership of Common Shares following the reported transactions above is 4,011,851 Common Shares, which includes those Common Shares previously reported. The 4,011,851 Common Shares referred to above do not include derivative securities of the Reporting Person that were previously reported on the Reporting Person's Forms 3 and Forms 4.
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.
Pursuant 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.
The Class A OP Units in the first row of the derivative table are comprised of 15,766 Class A OP Units issuable upon the conversion of 15,766 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2022 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 3,758 vest in three annual installments on January 1, 2023, January 1, 2024, and January 1, 2025, subject to continued employment by the Reporting Person and 12,008 represent the maximum amount of LTIP Units that can vest on January 1, 2025 contingent upon the achievement of certain performance criteria.
The Reporting Person will not earn any of the 12,008 performance-based LTIP Units if the minimum performance criteria is not met. The 12,008 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.
N/A
The 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 10 below) is 2,049,982 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).
Pursuant 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.
Consists of 50,971 LTIP Units held by the Reporting Person which were converted into 50,971 Class A OP Units as described in footnote 7 above.
Following the reported transactions, the Reporting Person has total direct beneficial ownership in 2,406 vested LTIP Units and 63,188 unvested LTIP Units. The Reporting Person previously reported the 50,971 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 50,971 LTIP Units into 50,971 Class A OP Units.