Natalia Johnson - Feb 26, 2024 Form 4 Insider Report for Public Storage (PSA)

Role: Chief Administrative Officer
Signature: /s/ Nathaniel A. Vitan, Attorney-in-Fact
Stock symbol: PSA
Transactions as of: Feb 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/28/2024, 07:15 PM
Previous filing: Feb 20, 2024
Next filing: Mar 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PSA	Common Shares	Disposed to Issuer	$0	-11.3K	-58.24%	$0.00	8.11K	Feb 26, 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		+11.3K			11.3K	Feb 26, 2024	Common Shares	11.3K		Direct	F2
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-10.3K	-100%		0	Feb 26, 2024	Common Shares	10.3K	$225.38	Direct	F3
transaction	PSA	AO LTIP Units	Award		+10.3K			10.3K	Feb 26, 2024	Common Shares	10.3K		Direct	F4
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-10.3K	-100%		0	Feb 26, 2024	Common Shares	10.3K	$207.52	Direct	F5
transaction	PSA	AO LTIP Units	Award		+10.3K			10.3K	Feb 26, 2024	Common Shares	10.3K		Direct	F6
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-64.5K	-100%		0	Feb 26, 2024	Common Shares	64.5K	$221.68	Direct	F7
transaction	PSA	AO LTIP Units	Award		+64.5K			64.5K	Feb 26, 2024	Common Shares	64.5K		Direct	F8
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-77.5K	-100%		0	Feb 26, 2024	Common Shares	77.5K	$222.66	Direct	F9
transaction	PSA	AO LTIP Units	Award		+77.5K			77.5K	Feb 26, 2024	Common Shares	77.5K		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 10,000 common shares at an exercise price of $232.76, 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 10,000 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.