4//SEC Filing
Warren J. Timothy 4
Accession 0001628280-22-003872
CIK 0001618563other
Filed
Feb 23, 7:00 PM ET
Accepted
Feb 24, 5:47 PM ET
Size
11.5 KB
Accession
0001628280-22-003872
Insider Transaction Report
Form 4
Warren J. Timothy
Director
Transactions
- Exercise/Conversion
Class B OP Units, Series NW
2022-02-22−7,021→ 0 total(indirect: See Footnote)→ Class A OP Units (7,021 underlying) - Exercise/Conversion
Class A OP Units
2022-02-22+13,213→ 849,627 total(indirect: See Footnote)→ Common shares of beneficial interest, $0.01 par value (13,213 underlying)
Footnotes (7)
- [F1]Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), all or a portion of the Class B common units of limited partner interest, Series NW ("Class B OP Units") of the Partnership are convertible into Class A common units of limited partner interest ("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 Series NW Units relate (a "Voluntary Conversion") or (ii) at the election of National Storage Affiliates Trust (the "Issuer"), upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion").
- [F2]For Voluntary Conversions, the Series NW Units are convertible into Class A OP Units by dividing the average cash available for distribution per unit on the Series NW 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 Conversion Percentage will be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion.
- [F3]In connection with the retirement of the Issuer's participating regional operator, Kevin Howard Real Estate, Inc., d/b/a Northwest Self Storage and its controlled affiliates ("Northwest"), the Issuer issued a notice of Non-Voluntary Conversion to the Reporting Person on January 1, 2022 ("Notice Date") and, following the completion of the audit of the Issuer, on February 22, 2022 notified the Reporting Person that its 7,021 Class B OP Units held by AESOP LLC, for which the Reporting Person has or shares voting and/or investment power, were converted into 13,213 Class A OP Units effective as of the Notice Date.
- [F4]Pursuant to the agreement of limited partnership of 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 OP Units for cash in an amount equal to the market value of common shares of beneficial interest, par value $0.01 per share (the "Common Shares"), or at the option of the Issuer, Common Shares on a one-for-one basis, subject to certain adjustments.
- [F5]N/A
- [F6]The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the reported transaction above is 0, 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 849,627, 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).
- [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.
Documents
Issuer
National Storage Affiliates Trust
CIK 0001618563
Entity typeother
Related Parties
1- filerCIK 0001777515
Filing Metadata
- Form type
- 4
- Filed
- Feb 23, 7:00 PM ET
- Accepted
- Feb 24, 5:47 PM ET
- Size
- 11.5 KB