NORDHAGEN ARLEN DALE
C/O NATIONAL STORAGE AFFILIATES TRUST
8400 EAST PRENTICE AVENUE, 9TH FLOOR
GREENWOOD VILLAGE, CO 80111
||represents 6.000% series a cumulative redeemable preferred shares of beneficial interest, $0.01 par value ("series a preferred shares") acquired through a brokerage dividend reinvestment plan by nordhagen lllp, for which the reporting person has or shares voting and/or investment power.
||the price reported in column 4 is a weighted average price. the series a preferred shares were purchased in multiple transactions on january 2, 2019 ranging from $22.45 to $22.77, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of series a preferred shares purchased at each separate price within the range set forth in this footnote above.
||the reporting person's total direct and indirect beneficial ownership following each of the reported transactions is 24,066 series a preferred shares. the 24,066 series a preferred shares do not include other classes of non-derivative securities or derivative securities of the reporting person that have been reported on the reporting person's forms 3 and forms 4.
||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.
||class b common units of limited partner interest (the "class b op units") of nsa op, lp, are convertible into class a common units of limited partner interest (the "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 class b op units relate (a "voluntary conversion") or (ii) at the election of national storage affiliates trust ("nsa"), upon certain retirement events and qualifying terminations (a "non-voluntary conversion").
||for voluntary conversions, class b op units are convertible into class a op units by dividing the average cash available for distribution ("cad") per unit on the applicable series of class b op units over the one-year period prior to conversion by 110% (the "conversion percentage") of the cad per unit on the 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.
||pursuant to the agreement of limited partnership of nsa op, lp, one year after the effective date of the contribution agreement, the reporting person will have the right to cause nsa op, lp 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 common shares of beneficial interest, $0.01 par value ("common shares") of nsa or, at nsa's option, common shares on a one-for-one basis, subject to certain adjustments.
||on may 29, 2019, securcare made a distribution of 286,831 series mi class b common units of limited partner interest (the "series mi units") of nsa op, lp to three of its shareholders, including the reporting person. the 286,831 series mi units were previously reported in a form 4 as beneficially owned by the reporting person. of these, the reporting person received 163,128 series mi units, including 10,936 series mi units that exceeded the reporting person's pecuniary interest prior to the distribution.
||consists of 58,376 class a op units issued to the reporting person in exchange for the membership interests held by the reporting person in maizeland storage, llc. the reporting person's total direct and indirect beneficial ownership of class a op units following the reported transaction above is 2,802,184 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).