SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Howard Kevin Maxen

(Last)

(First)

(Middle)

14855 SE 82ND DRIVE

(Street)

CLACKAMAS

97015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [ NSA ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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)
Class A OP Units⁽¹⁾	⁽¹⁾	12/31/2017		G		17,962⁽²⁾	⁽¹⁾	⁽³⁾	Common shares of beneficial interest, $0.01 par value	17,962⁽¹⁾⁽²⁾	$0⁽²⁾	4,172,397	I	See Footnote⁽²⁾
Class A OP Units⁽¹⁾	⁽¹⁾	12/31/2017		G	17,962⁽²⁾		⁽¹⁾	⁽³⁾	Common shares of beneficial interest, $0.01 par value	17,962⁽¹⁾⁽²⁾	$0⁽²⁾	4,190,359⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	I	See Footnote⁽²⁾
Class B OP Units, Series NW⁽²⁾	⁽¹⁾⁽⁸⁾⁽⁹⁾	12/31/2017		G		7,231⁽²⁾	⁽¹⁾⁽⁸⁾	⁽³⁾	Class A OP Units	⁽¹⁾⁽²⁾⁽⁹⁾	$0⁽²⁾	1,700,398	I	See Footnote⁽²⁾
Class B OP Units, Series NW⁽²⁾	⁽¹⁾⁽⁸⁾⁽⁹⁾	12/31/2017		G	7,231⁽²⁾		⁽¹⁾⁽⁸⁾	⁽³⁾	Class A OP Units	⁽¹⁾⁽²⁾⁽⁹⁾	$0⁽²⁾	1,707,629⁽⁷⁾⁽¹⁰⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. The Reporting Person has 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 of the Partnership (the "Class A OP Units") reported in Column 5 of this Form 5 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 ("Shares") on a one-for-one basis, subject to certain adjustments.

2. On December 31, 2017, Kevin Maxen Howard, Trustee, Howard Family Trust DTD January 26, 2011, a trust in which the Reporting Person had or shared voting and investment power ("Howard 2011 Trust"), in connection with the dissolution of the Howard 2011 Trust, made a bona fide gift of 17,962 Class A OP Units and 7,231 Class B common units of limited partner interest, Series NW (the "Class B OP Units") of the Partnership to Bobette T. Howard Revocable Living Trust DTD 12/31/17, a trust in which the Reporting Person's spouse is the trustee and in which the Reporting Person has or shares voting and investment power ("Bobette 2017 Trust").

3. N/A

4. The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the transactions reported in the table above is 4,190,359 Class A OP Units. Of these, 490,001 Class A OP Units previously reported as held by the Howard 2011 Trust were transferred to Kevin M. Howard Revocable Living Trust DTD 12/31/17 ("Howard 2017 Trust"), 1,666,850 Class A OP Units previously reported as held by Howard Family Limited Partnership II ("HFLPII") were transferred to Howard Family Limited Partnership I ("HFLPI") and 6,195 Class A OP Units previously reported as held by Bobette Theresa Howard, Trustee, Howard Family Trust DTD January 26, 2011 ("Bobette 2011 Trust") were transferred to Bobette 2017 Trust, in each case in connection with the dissolution of the transferor entities.

5. The Reporting Person had or shared voting and investment power in each of HFLPII and the Bobette 2011 Trust and has or shares voting and investment power in each of the Howard 2017 Trust and HFLPI.

6. The 4,190,359 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.

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.

8. January 1, 2019 is the earliest effective date on which the Class B OP Units reported in Column 5 of this Form 5 may converted into 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 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").

9. 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.

10. The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the transactions reported in the table above is 1,707,629 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein. Of these, (i) 968,320 Class B OP Units previously reported as held by HFLPII, in connection with the dissolution of HFLPII, were transferred to HFLPI and (ii) 171,381 Class B OP Units previously reported as held by the Howard 2011 Trust, in connection with the dissolution of Howard 2011 Trust, were transferred to the Howard 2017 Trust. The 1,707,629 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.

Remarks:

	Kevin Maxen Howard, by Jason Parsont, his Attorney-in-fact	02/14/2018
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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