Arlen Dale Nordhagen - Feb 29, 2024 Form 4 Insider Report for National Storage Affiliates Trust (NSA)

Signature
Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact
Stock symbol
NSA
Transactions as of
Feb 29, 2024
Transactions value $
$0
Form type
4
Date filed
3/4/2024, 06:35 PM
Previous filing
Dec 20, 2023
Next filing
Jul 3, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NSA Class A OP Units Award $0 +8.56K +0.34% $0.00 2.49M Feb 29, 2024 Common shares of beneficial interest, $0.01 par value 8.56K Direct F1, F2, F3, F4, F5, F6
transaction NSA LTIP Units Conversion of derivative security -9.21K -21.22% 34.2K Mar 1, 2024 Class A OP Units 9.21K Direct F1, F2, F4, F5, F7, F8, F9
transaction NSA Class A OP Units Conversion of derivative security +9.21K +0.37% 2.49M Mar 1, 2024 Common shares of beneficial interest, $0.01 par value 9.21K Direct F1, F4, F5, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 8,561 Class A OP Units issuable upon the conversion of 8,561 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2024 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 2,412 vest in three annual installments on January 1, 2025, January 1, 2026, and January 1, 2027, subject to continued employment by the Reporting Person and 6,149 represent the maximum amount of LTIP Units that can vest on January 1, 2027 contingent upon the achievement of certain performance criteria.
F3 The Reporting Person will not earn any of the 6,149 performance-based LTIP Units if the minimum performance criteria is not met. The 6,149 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 Agreement.
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 2,493,254 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 11,911 previously reported LTIP Units granted on February 26, 2021 pursuant a 2021 LTIP Unit Agreement, which did not vest upon the expiration of the performance period on January 1, 2024.
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 9,209 LTIP Units held by the Reporting Person which were converted into 9,209 Class A OP Units as described in footnote 7 above.
F9 Following the reported transactions, the Reporting Person has total direct beneficial ownership in 3,429 vested LTIP Units and 30,752 unvested LTIP Units. The Reporting Person previously reported the 9,209 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 9,209 LTIP Units into 9,209 Class A OP Units.