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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A OP Units (1) | (1) | 07/01/2016 | J(2) | 11,175 (2) (3) | (1) | (4) | Common shares of beneficial interest, $0.01 par value | 11,175.00 | (2) | 103,517 (5) (6) | I | See Footnote (2) (3) | |||
| Class A OP Units (1) | (1) | 07/01/2016 | J(7) | 25,508 (3) (7) | (1) | (4) | Common shares of beneficial interest, $0.01 par value | 25,508.00 | (7) | 129,025 (5) (6) | I | See Footnote (3) (7) | |||
| Class B OP Units, Series OV (8) | (1) (9) (10) | 07/01/2016 | J(10) | 1,070 (3) (10) | (1)(8) | (4) | Class A OP Units | (9) (10) | (10) | 52,796 (11) (12) | I | See Footnote (3) (10) | |||
| LTIP Units (6) | (1) (13) | 09/30/2016 | C | 57,955 (3) (14) | (1)(13) | (4) | Class A OP Units | 57,955.00 | (13) (14) | 0 (14) | I | See Footnote (14) | |||
| Class A OP Units (1) | (1) | 09/30/2016 | C | 57,955 (3) (14) | (1) | (4) | Common shares of beneficial interest, $0.01 par value | 57,955.00 | (13) (14) | 129,025 (5) (6) | I | See Footnote (14) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Van Mourick Mark 187 MONARCH BAY DRIVE DANA POINT, CA 92629 |
X | |||
| Mark Van Mourick, by Jason Parsont, his Attorney-in-fact | 11/29/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Reporting Person has the right to cause NSA OP, LP (the "Partnership") to redeem all 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. |
| (2) | Consists of a distribution of 10,179 Class A OP Units of the Partnership from Storage Direct at Dover, LLC and 996 Class A OP Units of the Partnership from Storage Direct of Bow and Wakefield, LLC (each an entity in which the Reporting Person was not a controlling person and did not have or share voting or investment power over the entity's portfolio) to Van Mourick Diversified, LP, an entity in which the Reporting Person is a controlling person and has or shares voting and investment power over its portfolio. |
| (3) | 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. |
| (4) | N/A |
| (5) | The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above and the exclusions described in this footnote below is 129,025, which includes those Class A OP Units previously reported on his Form 3 filed on April 22, 2015 (as amended by his Form 3/A filed on November 7, 2016) and his Form 4 filed on June 15, 2016 and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as previously reported). As of November 21, 2016, in connection with a corporate reorganization, the Reporting Person was no longer a controlling person and did not have or share voting or investment power over the portfolio of Optivest Properties, LLC ("Optivest"). |
| (6) | The 129,025 Class A OP Units referred to in footnote 5 exclude the following Class A OP Units which were previously reported as beneficially owned by the Reporting Person: (i) 135,465 Class A OP Units issuable upon the conversion 135,465 long term incentive plan units ("LTIP Units") held by Optivest (including the 57,955 Class A OP Units reported herein as issued to Optivest upon the conversion of 57,955 LTIP Units), (ii) 45,098 Class A OP Units held by A Lotta Storage - Blythe, LLC ("Blythe"), which is controlled by Optivest, and (iii) 203,669 Class A OP Units held by Optivest Storage Partners of Dallas, LLC ("Dallas"), which is controlled by Optivest. The 129,025 Class A OP Units referred to in footnote 5 do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. |
| (7) | Consists of a distribution of 21,358 Class A OP Units of the Partnership from Storage Direct at Dover, LLC and 4,150 Class A OP Units of the Partnership from Storage Direct of Bow and Wakefield, LLC (each an entity in which the Reporting Person was not a controlling person and did not have or share voting or investment power over the entity's portfolio) to The Tricia Van Mourick Separate Property Trust U/A dated 03/29/2012. The Class A OP Units are held in a trust for the benefit of the Reporting Person's spouse and children. The Reporting Person's spouse is trustee of the trust. |
| (8) | Beginning after April 28, 2017, the Class B common units of limited partner interest, Series OV (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 election of the Issuer, 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 as 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. |
| (10) | Consists of a distribution of 1,070 Class B OP Units of the Partnership from Storage Direct of Bow and Wakefield, LLC (an entity in which the Reporting Person was not a controlling person and did not have or share voting or investment power over the entity's portfolio) to Van Mourick Diversified, LP, an entity in which the Reporting Person is a controlling person and has or shares voting and investment power over its portfolio. |
| (11) | The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the reported transactions above and the exclusions described in this footnote below is 52,796, which includes those Class B OP Units previously reported on his Form 3 filed on April 22, 2015 (as amended by each Form 3/A) and the Class B OP Units reported herein. As of November 21, 2016, in connection with a corporate reorganization, the Reporting Person was no longer a controlling person and did not have or share voting or investment power over the portfolio of Optivest. |
| (12) | The 52,796 Class B OP Units referred to in footnote 11 exclude the following Class B OP Units which were previously reported as beneficially owned by the Reporting Person: (i) 20,386 Class B OP Units held by Blythe, which is controlled by Optivest, and (ii) 203,669 Class B OP Units held by Dallas, which is controlled by Optivest. The 52,796 Class B OP Units referred to in footnote 11 do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. |
| (13) | Pursuant to the agreement of limited partnership of the Partnership, upon the achievement of certain conditions, a holder of LTIP Units of the Partnership is entitled to convert such LTIP Units into Class A OP Units of the Partnership on a one-for-one basis. |
| (14) | Consists of 57,955 LTIP Units held by Optivest, an entity in which the Reporting Person was a controlling person and had or shared voting and investment power over its portfolio as of September 30, 2016, which were converted into 57,955 Class A OP Units held by Optivest. After the conversion, as of September 30, 2016, the Reporting Person's total direct and indirect beneficial ownership of LTIP Units was 67,850 LTIP Units held by Optivest (which excluded 9,660 unvested LTIP Units previously reported by the Reporting Person on his Form 3/A filed on November 7, 2016, which had been forfeited). As of November 21, 2016, in connection with a corporate reorganization, the Reporting Person was no longer a controlling person and did not have or share voting or investment power over the portfolio of Optivest. Accordingly, the Reporting Person no longer has any direct or indirect beneficial ownership in any LTIP Units. |