4//SEC Filing
Howard Kevin Maxen 4
Accession 0001618563-18-000094
CIK 0001618563other
Filed
Oct 25, 8:00 PM ET
Accepted
Oct 26, 6:54 PM ET
Size
11.6 KB
Accession
0001618563-18-000094
Insider Transaction Report
Form 4
Howard Kevin Maxen
Director
Transactions
- Award
Class A OP Units
2018-10-24$25.52/sh+4,540$115,861→ 4,594,129 total(indirect: See Footnote)→ Common shares of beneficial interest, $0.01 par value (4,540 underlying) - Award
Class B OP Units, Series NW
2018-10-24+2,912→ 1,510,541 total(indirect: See Footnote)→ Class A OP Units
Footnotes (6)
- [F1]Beginning after October 24, 2019, the Reporting Person will have 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 (the "Class A OP Units") of the Partnership reported in this Form 4 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 on a one-for-one basis, subject to certain adjustments.
- [F2]Consists of 4,540 Class A OP Units and 2,912 Class B common units of limited partner interest, Series NW (the "Class B OP Units") of the Partnership, which represents the Reporting Person's proportionate interest in Class A OP Units and Class B OP Units of the Partnership issued to NWSS Independence LLC ("NWSS"). Following receipt of such units from the Partnership on October 24, 2018, NWSS made a pro rata distribution on the same day of such units to its members, including 4,540 Class A OP Units and 2,912 Class B OP Units to Howard Family Limited Partnership I ("HFLPI"), an entity in which the Reporting Person has or shares voting and investment power with respect to HFLPI. 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.
- [F3]N/A
- [F4]The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units and Class B OP Units following the transactions reported in the table above is 4,594,129 Class A OP Units and 1,510,541 Class B OP Units, which includes those Class A OP Units and Class B OP Units previously reported and the Class A OP Units and Class B OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units and Class B OP Units as specified such previous reports). The 4,594,129 Class A OP Units and 1,510,541 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.
- [F5]The Class B OP Units were issued at a price of $39.79 per unit. The Class B OP Units are convertible into the 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 election of the Issuer, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion").
- [F6]For Voluntary Conversions, the Class B OP Units are 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
- 4
- Filed
- Oct 25, 8:00 PM ET
- Accepted
- Oct 26, 6:54 PM ET
- Size
- 11.6 KB