RUSSELL JOSEPH D JR 4

Accession 0001393311-24-000057

CIK 0001393311other

View on SEC.gov Company Profile

Filed

Feb 27, 7:00 PM ET

Accepted

Feb 28, 7:17 PM ET

Size

33.0 KB

Accession

0001393311-24-000057

Insider Transaction Report

Form 4

Period: 2024-02-26

Public StoragePSA

RUSSELL JOSEPH D JR

DirectorPresident and CEO

Transactions

Disposition to Issuer
Common Shares
2024-02-26−23,725→ 19,096 total
Award
AO LTIP Units
2024-02-26+25,818→ 25,818 total
Exp: 2026-06-30→ Common Shares (25,818 underlying)
Award
AO LTIP Units
2024-02-26+103,275→ 103,275 total
Exp: 2030-03-05→ Common Shares (103,275 underlying)
Award
LTIP Units
2024-02-26+23,725→ 23,725 total
→ Common Shares (23,725 underlying)
Award
AO LTIP Units
2024-02-26+123,930→ 123,930 total
Exp: 2031-02-15→ Common Shares (123,930 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2024-02-26−103,275→ 0 total
Exercise: $221.68From: 2023-03-06Exp: 2030-03-05→ Common Shares (103,275 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2024-02-26−123,930→ 0 total
Exercise: $222.66From: 2024-02-16Exp: 2031-02-15→ Common Shares (123,930 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2024-02-26−25,818→ 0 total
Exercise: $245.79From: 2017-07-01Exp: 2026-06-30→ Common Shares (25,818 underlying)
Award
AO LTIP Units
2024-02-26+20,655→ 20,655 total
Exp: 2027-03-09→ Common Shares (20,655 underlying)
Award
AO LTIP Units
2024-02-26+20,655→ 20,655 total
Exp: 2029-03-07→ Common Shares (20,655 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2024-02-26−20,655→ 0 total
Exercise: $213.09From: 2018-03-10Exp: 2027-03-09→ Common Shares (20,655 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2024-02-26−20,655→ 0 total
Exercise: $207.52From: 2020-03-08Exp: 2029-03-07→ Common Shares (20,655 underlying)

Footnotes (12)

[F1]These restricted share units (the "RSUs") in respect of common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") were previously granted to the reporting person and provided for time-based vesting. On February 26, 2024, the Company canceled the unvested RSUs upon surrender to the Company by the reporting person (the "Canceled RSUs").
[F10]In exchange for each 2020 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
[F11]On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2021 Canceled Option").
[F12]In exchange for each 2021 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
[F2]In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("Public Storage OP"), a subsidiary of the Company, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
[F3]This option was previously reported as an option for 25,000 common shares at an exercise price of $253.84, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2016 Canceled Option").
[F4]In exchange for each 2016 Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP designated as AO LTIP Units ("AO LTIP Units"), which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
[F5]This option was previously reported as an option for 20,000 common shares at an exercise price of $220.07, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2017 Canceled Option").
[F6]In exchange for each 2017 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
[F7]This option was previously reported as an option for 20,000 common shares at an exercise price of $214.32, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2019 Canceled Option").
[F8]In exchange for each 2019 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
[F9]On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2020 Canceled Option").

Documents

1 file

4
wk-form4_1709165836.xmlPrimary
FORM 4

Issuer

Public Storage

CIK 0001393311

→

Entity typeother

Related Parties

filerCIK 0001230471

Filing Metadata

Form type: 4
Filed: Feb 27, 7:00 PM ET
Accepted: Feb 28, 7:17 PM ET
Size: 33.0 KB

View on SEC.gov