0001618563-17-000014.txt : 20170113 0001618563-17-000014.hdr.sgml : 20170113 20170113211702 ACCESSION NUMBER: 0001618563-17-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170111 FILED AS OF DATE: 20170113 DATE AS OF CHANGE: 20170113 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: National Storage Affiliates Trust CENTRAL INDEX KEY: 0001618563 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 465053858 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5200 DTC PARKWAY STREET 2: SUITE 200 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 720-630-2600 MAIL ADDRESS: STREET 1: 5200 DTC PARKWAY STREET 2: SUITE 200 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Howard Kevin Maxen CENTRAL INDEX KEY: 0001639294 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37351 FILM NUMBER: 17528957 MAIL ADDRESS: STREET 1: 14855 SE 82ND DRIVE CITY: CLACKAMAS STATE: OR ZIP: 97015 4 1 wf-form4_148436020948337.xml FORM 4 X0306 4 2017-01-11 0 0001618563 National Storage Affiliates Trust NSA 0001639294 Howard Kevin Maxen 14855 SE 82ND DRIVE CLACKAMAS OR 97015 1 0 1 0 Class A OP Units 2017-01-11 4 A 0 75147 22.14 A Common shares of beneficial interest, $0.01 par value 75147.0 4164236 I See Footnote Class B OP Units, Series NW 2017-01-11 4 A 0 23666 22.14 A Class A OP Units 1642860 I See Footnote Beginning after January 11, 2018, the Reporting Person will have the right to cause NSA OP, LP (the "Partnership") to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest (the "Class A OP Units") of the Partnership reported in this Form 4 for cash in an amount equal to the market value of an equivalent number of common shares of beneficial interest of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, common shares of beneficial interest on a one-for-one basis, subject to certain adjustments. Consists of 75,147 Class A OP Units of the Partnership issued to Howard Family Limited Partnership I ("HFLPI"), an entity in which the Reporting Person has or shares voting and/or investment power. 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. N/A The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transaction above is 4,164,236 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). Of these, (i) all 281,885 Class A OP Units previously reported as beneficially owned directly are now held by Kevin Maxen Howard, Trustee Howard Family Trust DTD January 26, 2011, a trust in which the Reporting Person has or shares voting and investment power and (ii) all 35,460 Class A OP Units previously reported as held by Hillsboro RV/Boat Storage, LLC ("Hillsboro"), an entity in which the Reporting Person has or shares voting and investment power, are now held by HFLPI. The 4,164,236 Class A OP Units does not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. Beginning after April 28, 2017, the Class B common units of limited partner interest, Series NW (the "Class B OP Units") of the Partnership will be convertible into Class A OP Units of the Partnership (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 Issuer's election, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion"). For Voluntary Conversions, the Class B OP Units will be convertible into Class A OP Units by dividing the average cash available for distribution per unit on the series of specific Class B OP 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 same formula is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion. Consists of 23,666 Class B OP Units of the Partnership issued to HFLPI, for which the Reporting Person has or shares voting and/or investment power. 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. The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the reported transaction above is 1,642,860 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein. Of these, all 35,461 Class B OP Units previously reported as held by Hillsboro are now held by HFLPI. The 1,642,860 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. Kevin Maxen Howard, by Jason Parsont, his Attorney-in-fact 2017-01-13