5//SEC Filing
Howard Kevin Maxen 5
Accession 0001618563-18-000008
CIK 0001618563other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 6:02 PM ET
Size
18.2 KB
Accession
0001618563-18-000008
Insider Transaction Report
Form 5
Howard Kevin Maxen
Director
Transactions
- Gift
Class A OP Units
2017-12-31−17,962→ 4,172,397 total(indirect: See Footnote)→ Common shares of beneficial interest, $0.01 par value (17,962 underlying) - Gift
Class A OP Units
2017-12-31+17,962→ 4,190,359 total(indirect: See Footnote)→ Common shares of beneficial interest, $0.01 par value (17,962 underlying) - Gift
Class B OP Units, Series NW
2017-12-31−7,231→ 1,700,398 total(indirect: See Footnote)→ Class A OP Units - Gift
Class B OP Units, Series NW
2017-12-31+7,231→ 1,707,629 total(indirect: See Footnote)→ Class A OP Units
Footnotes (10)
- [F1]The Reporting Person has the right to cause NSA OP, LP (the "Partnership") to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest of the Partnership (the "Class A OP Units") reported in Column 5 of this Form 5 for cash in an amount equal to the market value of an equivalent number of common shares of beneficial interest of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, common shares of beneficial interest ("Shares") on a one-for-one basis, subject to certain adjustments.
- [F10]The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the transactions reported in the table above is 1,707,629 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein. Of these, (i) 968,320 Class B OP Units previously reported as held by HFLPII, in connection with the dissolution of HFLPII, were transferred to HFLPI and (ii) 171,381 Class B OP Units previously reported as held by the Howard 2011 Trust, in connection with the dissolution of Howard 2011 Trust, were transferred to the Howard 2017 Trust. The 1,707,629 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
- [F2]On December 31, 2017, Kevin Maxen Howard, Trustee, Howard Family Trust DTD January 26, 2011, a trust in which the Reporting Person had or shared voting and investment power ("Howard 2011 Trust"), in connection with the dissolution of the Howard 2011 Trust, made a bona fide gift of 17,962 Class A OP Units and 7,231 Class B common units of limited partner interest, Series NW (the "Class B OP Units") of the Partnership to Bobette T. Howard Revocable Living Trust DTD 12/31/17, a trust in which the Reporting Person's spouse is the trustee and in which the Reporting Person has or shares voting and investment power ("Bobette 2017 Trust").
- [F3]N/A
- [F4]The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the transactions reported in the table above is 4,190,359 Class A OP Units. Of these, 490,001 Class A OP Units previously reported as held by the Howard 2011 Trust were transferred to Kevin M. Howard Revocable Living Trust DTD 12/31/17 ("Howard 2017 Trust"), 1,666,850 Class A OP Units previously reported as held by Howard Family Limited Partnership II ("HFLPII") were transferred to Howard Family Limited Partnership I ("HFLPI") and 6,195 Class A OP Units previously reported as held by Bobette Theresa Howard, Trustee, Howard Family Trust DTD January 26, 2011 ("Bobette 2011 Trust") were transferred to Bobette 2017 Trust, in each case in connection with the dissolution of the transferor entities.
- [F5]The Reporting Person had or shared voting and investment power in each of HFLPII and the Bobette 2011 Trust and has or shares voting and investment power in each of the Howard 2017 Trust and HFLPI.
- [F6]The 4,190,359 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
- [F7]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.
- [F8]January 1, 2019 is the earliest effective date on which the Class B OP Units reported in Column 5 of this Form 5 may converted into 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").
- [F9]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. 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.
Documents
Issuer
National Storage Affiliates Trust
CIK 0001618563
Entity typeother
Related Parties
1- filerCIK 0001639294
Filing Metadata
- Form type
- 5
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 6:02 PM ET
- Size
- 18.2 KB