SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARSON DEBORAH

(Last)

(First)

(Middle)

C/O IRON MOUNTAIN INCORPORATED

ONE FEDERAL STREET

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IRON MOUNTAIN INC [ IRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, General Counsel, Sec.

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	02/24/2022		M		11,939⁽¹⁾	A	$0	54,639	D
Common Stock, par value $.01 per share	02/24/2022		F		3,504	D	$45.43	51,135	D
Common Stock, par value $.01 per share	02/25/2022		S⁽²⁾		500	D	$46.52	50,635	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units	⁽³⁾	02/24/2022		A		11,939⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	11,939	$0	11,939	D
Performance Units	⁽³⁾	02/24/2022		M			11,939	⁽⁶⁾	⁽⁶⁾	Common Stock	11,939	$0	0	D

Explanation of Responses:

1. This acquisition is reported to reflect the full vesting of performance units ("PUs") previously granted to the Reporting Person on February 20, 2019. Effective February 24, 2022, the Compensation Committee of Iron Mountain Incorporated's Board of Directors (the "Compensation Committee") determined the actual award of PUs under the grant after completion of the relevant performance period, and the PUs vested in full on February 24, 2022.

2. This transaction was effected pursuant to a 10b5-1 trading plan which was approved and became effective as of March 10, 2021.

3. Each PU represents a contingent right to receive one share of Iron Mountain Incorporated common stock ("Common Stock").

4. The PUs were initially granted to the Reporting Person on February 20, 2019. This Form 4 is being filed to reflect the determination by the Compensation Committee, effective as of February 24, 2022, of the actual award of PUs under the grant after completion of the relevant performance period.

5. The PUs were initially granted to the Reporting Person on February 20, 2019 and fully vested on February 24, 2022.

6. The PUs were initially granted to the Reporting Person on February 20, 2019. Effective February 24, 2022, the Compensation Committee determined the actual award of PUs under the grant after completion of the relevant performance period, and the PUs vested in full on February 24, 2022.

Remarks:

	/s/ Elizabeth Tammaro, under Power of Attorney dated December 7, 2016, from Deborah Marson	02/28/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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