Tom Boyle - 26 Feb 2024 Form 4 Insider Report for Public Storage (PSA)

Role: CFO and CIO
Signature: /s/ Nathaniel A. Vitan, Attorney-in-Fact
Issuer symbol: PSA
Transactions as of: 26 Feb 2024
Net transactions value: $0
Form type: 4
Filing time: 28 Feb 2024, 19:13:37 UTC
Previous filing: 20 Feb 2024
Next filing: 07 Mar 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PSA	Common Shares	Disposed to Issuer	$0	-15,475	-60%	$0.000000	10,227	26 Feb 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PSA	LTIP Units	Award		+15,475			15,475	26 Feb 2024	Common Shares	15,475		Direct	F2
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-15,491	-100%		0	26 Feb 2024	Common Shares	15,491	$205.71	Direct	F3
transaction	PSA	AO LTIP Units	Award		+15,491			15,491	26 Feb 2024	Common Shares	15,491		Direct	F4
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-15,491	-100%		0	26 Feb 2024	Common Shares	15,491	$207.52	Direct	F5
transaction	PSA	AO LTIP Units	Award		+15,491			15,491	26 Feb 2024	Common Shares	15,491		Direct	F6
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-77,456	-100%		0	26 Feb 2024	Common Shares	77,456	$221.68	Direct	F7
transaction	PSA	AO LTIP Units	Award		+77,456			77,456	26 Feb 2024	Common Shares	77,456		Direct	F8
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-100,692	-100%		0	26 Feb 2024	Common Shares	100,692	$222.66	Direct	F9
transaction	PSA	AO LTIP Units	Award		+100,692			100,692	26 Feb 2024	Common Shares	100,692		Direct	F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These restricted share units (the "RSUs") in respect of common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") were previously granted to the reporting person and provided for time-based vesting. On February 26, 2024, the Company canceled the unvested RSUs upon surrender to the Company by the reporting person (the "Canceled RSUs").
F2	In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("Public Storage OP"), a subsidiary of the Company, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
F3	This option was previously reported as an option for 15,000 common shares at an exercise price of $212.45, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2016 Canceled Option").
F4	In exchange for each 2016 Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP designated as AO LTIP Units ("AO LTIP Units"), which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
F5	This option was previously reported as an option for 15,000 common shares at an exercise price of $214.32, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2019 Canceled Option").
F6	In exchange for each 2019 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
F7	On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2020 Canceled Option").
F8	In exchange for each 2020 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
F9	On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2021 Canceled Option").
F10	In exchange for each 2021 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.