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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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) | ||
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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) (2) | (2) | 10/01/2024 | J(1) | 728,727 (1) | (2) | (3) | Common shares of beneficial interest, $0.01 par value (2) | 728,727 (1) (2) | $ 0 | 1,451,538 (1) (4) (5) | I | See Note (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Allan Warren C/O NATIONAL STORAGE AFFILIATES TRUST 8400 E PRENTICE AVE, STE 900 GREENWOOD VILLAGE, CO 80111 |
X | |||
| Warren W. Allan, by Zoya F. Afridi, his Attorney-in-fact | 10/01/2024 | |
| **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) | Represents Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") received in connection with a pro rata distribution from Optivest NSA Holdings, LLC, of which the Reporting Person did not have or share voting or investment power. Such distribution is exempt from Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-9(a), and is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16a-10. |
| (2) | Pursuant to the agreement of limited partnership (the "Partnership Agreement") of the Partnership, the Reporting Person has the right to cause the Partnership to redeem all or 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 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. |
| (3) | N/A |
| (4) | The Reporting Person's total direct and indirect beneficial ownership following the reported transaction above is 1,451,538 Class A OP Units, which includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as specified therein). |
| (5) | Held by Allan Revocable Living Trust TTEE Warren Allan U/A/D 9/29/1990 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. |