SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).
1. Name and Address of Reporting Person*
Warren J. Timothy

(Last) (First) (Middle)
C/O NATIONAL STORAGE AFFILIATES TRUST
8400 EAST PRENTICE AVENUE, 9TH FLOOR

(Street)
GREENWOOD VILLAGE CO 80111

(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. Date of Earliest Transaction (Month/Day/Year)
05/28/2021
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A OP Units(1) (1)(2) 05/28/2021 A 3,452(1) (1)(2) (3) Common shares of beneficial interest, $0.01 par value(2) 3,452 $45.63(4) 804,545(5) I See Footnote(1)
LTIP Units(1) (1)(2) 05/28/2021 C 4,613(6) (1)(2) (3) Class A OP Units(1)(2) 4,613 (1) 9,571(1)(5) I See Footnote(1)(6)
Class A OP Units(1) (1)(2) 05/28/2021 C 4,613(6) (1)(2) (3) Common shares of beneficial interest, $0.01 par value(2) 4,613 (2) 804,545(1)(5) I See Footnote(1)
Explanation of Responses:
1. The 3,452 Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") are issuable upon the conversion of 3,452 long-term incentive plan units ("LTIP Units") in the Partnership held by J. Timothy Warren Revocable Trust for the benefit of the Reporting Person. The Reporting Person is trustee and has or shares voting and investment power. The LTIP Units were granted to the Reporting Person under the Issuer's 2015 Equity Incentive Plan, and are scheduled to vest on the earlier of: (i) May 25, 2022 or (ii) the calendar day immediately preceding the next annual meeting of shareholders, the date of which will be specified in a future proxy statement of the Issuer. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership's agreement of limited partnership.
2. Upon conversion of such vested parity LTIP Units into Class A OP Units, the Reporting Person will have the right to cause the Partnership to redeem a portion of the Reporting Person's Class A OP Units for cash in an amount equal to the market value of an equivalent number of the Issuer's common shares of beneficial interest ("Shares"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
3. N/A
4. The price of the derivative securities was determined using the closing price of the Issuer's Shares on May 26, 2021.
5. The Reporting Person's total direct and indirect beneficial ownership following the reported transactions above is 804,545 Class A OP Units, which includes those Class A OP Units previously reported on Form 3/A and the Class A OP Units reported herein (together with those other LTIP units convertible into, or exchangeable for, such Class A OP Units as specified herein and reported in prior Forms 4). Following the reported transactions, the Reporting Person has total direct and indirect beneficial ownership in 6,119 vested LTIP Units and 3,452 unvested LTIP Units. The 804,545 Class A OP Units do not include non-derivative securities or derivative securities of other classes that were previously reported by the Reporting Person.
6. Consists of 4,613 LTIP Units held by the Reporting Person which were converted into 4,613 Class A OP Units as described in footnote 1 above. The Reporting Person previously reported the 4,613 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, rows 2 and 3 of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 4,613 LTIP Units into 4,613 Class A OP Units.
Remarks:
J. Timothy Warren, by Jason W. Parsont, his attorney-in-fact 06/02/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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