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^*

NEITHERCUT DAVID J

(Last)

(First)

(Middle)

C/O PUBLIC STORAGE

701 WESTERN AVENUE

(Street)

GLENDALE

91201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Public Storage [ PSA ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2024

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 Shares	05/07/2024		A		60⁽¹⁾⁽²⁾	A	$273.2	1,725⁽³⁾	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)
Stock Option (Right to Buy)	$223.61⁽⁴⁾	05/07/2024		D			15,491⁽⁴⁾	01/01/2022⁽⁵⁾	12/31/2030	Common Shares	15,491⁽⁴⁾	⁽⁴⁾	0	D
AO LTIP Units	⁽⁶⁾	05/07/2024		A		15,491		⁽⁶⁾	12/31/2030	Common Shares	15,491	⁽⁶⁾	15,491	D
Stock Option (Right to Buy)	$266.4⁽⁷⁾	05/07/2024		D			5,163⁽⁷⁾	04/26/2022⁽⁵⁾	04/25/2031	Common Shares	5,163⁽⁷⁾	⁽⁷⁾	0	D
AO LTIP Units	⁽⁸⁾	05/07/2024		A		5,163		⁽⁸⁾	04/25/2031	Common Shares	5,163	⁽⁸⁾	5,163	D
Stock Option (Right to Buy)	$386.32⁽⁹⁾	05/07/2024		D			5,163⁽⁹⁾	04/28/2023⁽¹⁰⁾	04/27/2032	Common Shares	5,163⁽⁹⁾	⁽⁹⁾	0	D
AO LTIP Units	⁽¹¹⁾	05/07/2024		A		5,163		⁽¹¹⁾	04/27/2032	Common Shares	5,163	⁽¹¹⁾	5,163⁽¹²⁾	D
Stock Option (Right to Buy)	$286.81	05/07/2024		D			5,000	05/02/2024⁽¹⁰⁾	05/01/2033	Common Shares	5,000	⁽¹³⁾	0	D
AO LTIP Units	⁽¹⁴⁾	05/07/2024		A		5,000		⁽¹⁴⁾	05/01/2033	Common Shares	5,000	⁽¹⁴⁾	5,000⁽¹⁵⁾	D

Explanation of Responses:

1. In connection with the conclusion of his service as a trustee, on May 7, 2024, the reporting person received a grant of fully-vested deferred share units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each deferred share unit represents the right to receive one Company common share. The number of deferred share units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the second quarter of 2024, pro rated through May 7, 2024, and elected to be paid in deferred share units, divided by the Company's closing share price on the grant date, rounded up to the nearest deferred share unit. [footnote continues]

2. [footnote continued] The deferred share units will be settled in unrestricted common shares (i) in a lump sum on January 1st of the calendar year following the tenth anniversary of the grant date or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.

3. Includes 1,725 deferred share units.

4. This option was previously reported as an option for 15,000 common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") at an exercise price of $230.93, but, pursuant to antidilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "First 2021 Canceled Option").

5. This option became exercisable as to one-third on each of the first, second, and third anniversaries of the grant date.

6. In exchange for the First 2021 Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("Public Storage OP") designated as AO LTIP Units ("AO LTIP Units"), which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units ("LTIP Units") of Public Storage OP, which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). The OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

7. This option was previously reported as an option for 5,000 Common Shares at an exercise price of $275.12, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "Second 2021 Canceled Option").

8. In exchange for the Second 2021 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

9. This option was previously reported as an option for 5,000 Common Shares at an exercise price of $398.97, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2022 Canceled Option").

10. This option becomes exercisable as to one-third on each of the first, second, and third anniversaries of the grant date.

11. In exchange for the 2022 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

12. In connection with the conclusion of his service as a trustee on May 7, 2024, one-third (1,741 AO LTIP Units) of this award remained unvested and was canceled.

13. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2023 Canceled Option").

14. In exchange for the 2023 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

15. In connection with the conclusion of his service as a trustee on May 7, 2024, two-thirds (3,333 AO LTIP Units) of this award remained unvested and was canceled.

Remarks:

	/s/ Steven C. Babinski, Attorney-in-Fact	05/09/2024
	** Signature of Reporting Person	Date
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