0001618563-17-000084.txt : 20170614 0001618563-17-000084.hdr.sgml : 20170614 20170614184436 ACCESSION NUMBER: 0001618563-17-000084 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170613 FILED AS OF DATE: 20170614 DATE AS OF CHANGE: 20170614 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: Nordhagen Arlen Dale CENTRAL INDEX KEY: 0001639326 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37351 FILM NUMBER: 17912130 MAIL ADDRESS: STREET 1: 5200 DTC PARKWAY STREET 2: STE 200 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 4 1 wf-form4_149748025665543.xml FORM 4 X0306 4 2017-06-13 0 0001618563 National Storage Affiliates Trust NSA 0001639326 Nordhagen Arlen Dale 5200 DTC PARKWAY STE 200 GREENWOOD VILLAGE CO 80111 1 1 0 0 Chief Executive Officer Class B OP Units, Series SC 2017-06-13 4 A 0 44917 23.84 A Class A OP Units 2573766 I See Footnote The Class B common units of limited partner interest, Series SC (the "Class B OP Units") of NSA OP, LP (the "Partnership") are convertible into Class A common units of limited partner interest (the "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 election of National Storage Affiliates Trust (the "Issuer"), upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion"). For Voluntary Conversions, the Class B OP Units are 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 described in footnote 2 is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion. To the extent the Class B OP Units described herein are converted into Class A OP Units, beginning after June 13, 2018, the Reporting Person will have the right to cause the Partnership to redeem the Reporting Person's resulting 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 the Issuer or, at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments. Consists of 44,917 Class B OP Units issued to SA-SCMI LLC, 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. N/A The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the reported transaction above is 2,573,766 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein. The 2,573,766 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact 2017-06-14