4//SEC Filing
Togashi Brandon 4
Accession 0001618563-21-000035
CIK 0001618563other
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 7:48 PM ET
Size
14.3 KB
Accession
0001618563-21-000035
Insider Transaction Report
Form 4
Togashi Brandon
Chief Financial Officer
Transactions
- Award
Class A OP Units
2021-02-26+21,543→ 100,708 total→ Common shares of beneficial interest, $0.01 par value (21,543 underlying) - Conversion
LTIP Units
2021-02-26−9,520→ 54,344 total→ Class A OP Units (9,520 underlying) - Conversion
Class A OP Units
2021-02-26+9,520→ 100,708 total→ Common shares of beneficial interest, $0.01 par value (9,520 underlying)
Footnotes (9)
- [F1]Pursuant to the agreement of limited partnership (the "Partnership Agreement") of NSA OP, LP (the "Partnership"), the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest ("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 National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
- [F2]The Class A OP Units in the first row of this table are comprised of 21,543 Class A OP Units issuable upon the conversion of 21,543 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2021 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 5,996 vest in three annual installments on January 1, 2022, January 1, 2023, and January 1, 2024, subject to continued employment by the Reporting Person and 15,547 represent the maximum amount of LTIP Units that can vest on January 1, 2024 contingent upon the achievement of certain performance criteria.
- [F3]The Reporting Person will not earn any of the 15,547 performance-based LTIP Units if the minimum performance criteria is not met. The 15,547 performance-based LTIP Units are being reported here for informational purposes only. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership's agreement of limited partnership.
- [F4]N/A
- [F5]The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above (including the LTIP Units conversion described in footnote 8 below) is 100,708 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 specified therein). Excludes 1,136 previously reported LTIP Units granted on February 28, 2018 pursuant a 2018 LTIP Unit Agreement, which did not vest upon the expiration of the performance period on January 1, 2021.
- [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]Pursuant to the Partnership Agreement, upon the achievement of certain conditions, a holder of LTIP Units of the Partnership is entitled to convert such LTIP Units into Class A OP Units of the Partnership on a one-for-one basis.
- [F8]Consists of 9,520 LTIP Units held by the Reporting Person which were converted into 9,520 Class A OP Units as described in footnote 7 above.
- [F9]Following the reported transactions, the Reporting Person has total direct beneficial ownership in 1,864 vested LTIP Units and 52,480 unvested LTIP Units. The Reporting Person previously reported the 9,520 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, rows 2 and 3 of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 9,520 LTIP Units into 9,520 Class A OP Units.
Documents
Issuer
National Storage Affiliates Trust
CIK 0001618563
Entity typeother
Related Parties
1- filerCIK 0001693189
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 7:48 PM ET
- Size
- 14.3 KB