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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 | ||||||||
| LTIP Units (1) | (1) | 09/30/2016 | C | 442,306 (2) | (1) | (3) | Class A OP Units (1) | 442,306.00 | (1) | 521,737 (4) | D | ||||
| Class A OP Units (1) | (1) | 09/30/2016 | C | 442,306 (2) | (1) | (3) | Common shares of beneficial interest, $0.01 par value (1) | 442,306.00 | (1) | 2,592,984 (4) (5) | D | ||||
| LTIP Units (1) | (1) | 09/30/2016 | C | 168,364 (6) | (1) | (3) | Class A OP Units (1) | 168,364.00 | (1) | 0 (4) | I | See Footnote (6) | |||
| Class A OP Units (1) | (1) | 09/30/2016 | C | 168,364 (6) | (1) | (3) | Common shares of beneficial interest, $0.01 par value (1) | 168,364.00 | (1) | 2,592,984 (4) (5) | I | See Footnote (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Nordhagen Arlen Dale 5200 DTC PARKWAY STE 200 GREENWOOD VILLAGE, CO 80111 |
X | X | Chief Executive Officer | |
| Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact | 10/04/2016 | |
| **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) | Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), upon the achievement of certain conditions, a holder of long-term incentive plan units ("LTIP Units") of the Partnership is entitled to convert such LTIP Units into Class A common units of limited partner interest ("Class A OP Units") of the Partnership on a one-for-one basis. In addition, under the Partnership agreement, the Reporting Person has the right to cause the Partnership to redeem all or a portion of 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 National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments. |
| (2) | Consists of 442,306 LTIP Units held by the Reporting Person which were converted into 442,306 Class A OP Units as described in footnote 1 above. |
| (3) | N/A |
| (4) | Following the reported transactions, the Reporting Person has total direct beneficial ownership in 330,000 vested LTIP Units and 191,737 unvested LTIP Units. The Reporting Person previously reported the 610,670 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, this Form 4 is being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 610,670 LTIP Units into 610,670 Class A OP Units. |
| (5) | The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above is 2,592,984 Class A OP Units which excludes (i) 999,174 Class A OP Units previously reported by the Reporting Person as held by SecurCare Self Storage, Inc. ("SecurCare"), which have been distributed as a pro rata distribution from SecurCare to its members and (ii) 79,600 LTIP Units previously reported by the Reporting Person, which have been forfeited, and includes those securities convertible into, or exchangeable for, such Class A OP Units (8,923 Class A OP Units previously reported as held indirectly by SecurCare are now held by the Reporting Person directly as a result of the pro rata distribution referenced above) as specified herein and therein. The 2,592,984 Class A OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported. |
| (6) | Consists of 168,364 LTIP Units held by SecurCare which were converted into 168,364 Class A OP Units as described in footnote 1 above, for which the Reporting Person has or shares voting and 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. |