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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B OP Units, Series NW (1) | (2) (3) (4) | 02/22/2022 | M | 7,021 | (1) | (5) | Class A OP Units | 7,021.00 | $ 0 | 0 (6) (7) | I | See Footnote (3) | |||
| Class A OP Units (1) | (1) | 02/22/2022 | M | 13,213 | (2) | (5) | Common shares of beneficial interest, $0.01 par value | 13,213.00 | $ 0 | 849,627 (5) (6) | I | See Footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Warren J. Timothy C/O NATIONAL STORAGE AFFILIATES TRUST 8400 EAST PRENTICE AVENUE, 9TH FLOOR GREENWOOD VILLAGE, CO 80111 |
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| J. Timothy Warren, by Jason W. Parsont, his attorney-in-fact | 02/24/2022 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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"). |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | N/A |
| (6) | 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). |
| (7) | 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. |