4//SEC Filing
Howard Kevin Maxen 4
Accession 0001618563-18-000025
CIK 0001618563other
Filed
Mar 4, 7:00 PM ET
Accepted
Mar 5, 5:43 PM ET
Size
13.6 KB
Accession
0001618563-18-000025
Insider Transaction Report
Form 4
Howard Kevin Maxen
Director
Transactions
- Exercise/Conversion
Class B OP Units, Series NW
2018-03-01−200,000→ 1,507,629 total(indirect: See Footnote)→ Class A OP Units (410,480 underlying) - Sale
Class A OP Units
2018-03-01$24.77/sh−11,250$278,663→ 4,589,589 total(indirect: See Footnote)→ Common shares of beneficial interest, $0.01 par value (11,250 underlying) - Exercise/Conversion
Class A OP Units
2018-03-01+410,480→ 4,600,839 total(indirect: See Footnote)→ Common shares of beneficial interest, $0.01 par value (410,480 underlying)
Footnotes (7)
- [F1]Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), following a two-year lock-out period, a holder of Class B common units of limited partner interest, Series NW ("Class B OP Units") may elect a voluntary conversion ("Voluntary Conversion") upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate one time each year prior to December 1st to convert a pre-determined portion of Class B OP Units into Class A common units of limited partner interest ("Class A OP Units") in the Partnership.
- [F2]Such Voluntary Conversion is effective January 1st of the following year with each Class B OP Unit being converted into the number of Class A OP Units determined 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 the conversion effective date by 110% of the cash available for distribution per unit on the Class A OP Units determined over the same period.
- [F3]The Reporting Person made an election prior to December 1, 2017 with respect to a Voluntary Conversion of 200,000 Class B OP Units held by Howard Family Limited Partnership I, for the which the Reporting Person has or shares voting and investment power. Following the completion of the audit of National Storage Affiliates Trust (the "Issuer"), the Issuer notified the Reporting Person on March 1, 2018 that such Class B OP Units converted into 410,480 Class A OP Units effective January 1, 2018. The Reporting Person has 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 common shares of beneficial interest ("Shares") of Issuer, or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
- [F4]N/A
- [F5]The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the reported transaction above is 1,507,629, which includes those Class B OP Units previously reported and the Class B OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class B OP Units as specified therein). The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above is 4,589,589, 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).
- [F6]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.
- [F7]Consists of 11,250 Class A OP Units sold in a private sale by Howard Family Limited Partnership I to a third party.
Documents
Issuer
National Storage Affiliates Trust
CIK 0001618563
Entity typeother
Related Parties
1- filerCIK 0001639294
Filing Metadata
- Form type
- 4
- Filed
- Mar 4, 7:00 PM ET
- Accepted
- Mar 5, 5:43 PM ET
- Size
- 13.6 KB