Form Type: 4

SEC EDGAR Link
Acccession Number:0001618563-20-000034
Date:2020-02-27
Issuer: NATIONAL STORAGE AFFILIATES TRUST (NSA)
Original Submission Date:

Reporting Person:

NORDHAGEN ARLEN DALE
C/O NATIONAL STORAGE AFFILIATES TRUST
8400 EAST PRENTICE AVENUE, 9TH FLOOR GREENWOOD VILLAGE, CO 80111

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS A OP UNITS 0.0 2020-02-27 deemed execution date A 29,052 (a) common shares of beneficial interest, $0.01 par value 29,052 $0.00 2,743,808 direct
LTIP UNITS 0.0 2020-02-27 deemed execution date C 80,319 (d) class a op units 80,319 $0.00 117,915 direct
CLASS A OP UNITS 0.0 2020-02-27 deemed execution date C 80,319 (a) common shares of beneficial interest, $0.01 par value 80,319 $0.00 2,743,808 direct
Footnotes
IDfootnote
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 29,052 class a op units issuable upon the conversion of 29,052 unvested long-term incentive plan units ("ltip units") in the partnership which were granted to the reporting person pursuant to a 2020 ltip unit award agreement between the issuer and the reporting person under the issuer's 2015 equity incentive plan. of these, 7,734 vest in three annual installments on january 1, 2021, january 1, 2022, and january 1, 2023, subject to continued employment by the reporting person and 21,318 represent the maximum amount of ltip units that can vest on january 1, 2023 contingent upon the achievement of certain performance criteria.
f3 the reporting person will not earn any of the 21,318 performance-based ltip units if the minimum performance criteria is not met. the 21,318 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 2,743,808 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).
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 80,319 ltip units held by the reporting person which were converted into 80,319 class a op units as described in footnote 7 above.
f9 following the reported transactions, the reporting person has total direct beneficial ownership in 5,090 vested ltip units and 112,825 unvested ltip units. the reporting person previously reported the 80,319 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 80,319 ltip units into 80,319 class a op units.

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