4//SEC Filing
National Storage Affiliates Trust 4
Accession 0001618563-16-000165
$NSACIK 0001618563operating
Filed
Nov 22, 7:00 PM ET
Accepted
Nov 23, 1:35 PM ET
Size
11.8 KB
Accession
0001618563-16-000165
Insider Transaction Report
Form 4
Howard Kevin Maxen
Director
Transactions
- Purchase
Class B OP Units, Series NW
2016-11-21$19.80/sh+10,729$212,434→ 1,619,194 total(indirect: See Footnote)→ Class A OP Units - Purchase
Class A OP Units
2016-11-21$19.80/sh+96,561$1,911,908→ 4,082,273 total(indirect: See Footnote)→ Common shares of beneficial interest, $0.01 par value (96,561 underlying)
Footnotes (8)
- [F1]Beginning after November 21, 2017, the Reporting Person will have the right to cause NSA OP, LP (the "Partnership") to redeem a portion of the Reporting Person's Class A common units of limited partner interest in the Partnership ("Class A OP Units") for cash in an amount equal to the market value of an equivalent number of 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.
- [F2]Consists of 96,561 Class A OP Units issued to Howard Family Limited Partnership I, for which the Reporting Person has or shares voting and/or investment power. This 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.
- [F3]N/A
- [F4]The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transaction above is 4,082,273 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 previously reported). The 4,082,273 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
- [F5]Beginning after April 28, 2017, the Class B common units of limited partner interest, Series NW (the "Class B OP Units") of the Partnership will be convertible into Class A OP Units of the Partnership (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.
- [F6]For 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.
- [F7]Consists of 10,729 Class B OP Units issued to Howard Family Limited Partnership I, for which the Reporting Person has or shares voting and/or investment power. This 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.
- [F8]The Reporting Person's total direct and indirect beneficial ownership following the reported transaction above is 1,619,194 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein. The 1,619,194 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
Documents
Issuer
National Storage Affiliates Trust
CIK 0001618563
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001618563
Filing Metadata
- Form type
- 4
- Filed
- Nov 22, 7:00 PM ET
- Accepted
- Nov 23, 1:35 PM ET
- Size
- 11.8 KB