Ronald L. Havner Jr - Mar 4, 2024 Form 4 Insider Report for Public Storage (PSA)

Role
Director
Signature
/s/ Nathaniel A. Vitan, Attorney-in-Fact
Stock symbol
PSA
Transactions as of
Mar 4, 2024
Transactions value $
$0
Form type
4
Date filed
3/6/2024, 06:59 PM
Previous filing
Mar 5, 2024
Next filing
Apr 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PSA Common Shares Gift $0 -5.24K -26.82% $0.00 14.3K Mar 4, 2024 Direct F1, F2
transaction PSA Common Shares Disposed to Issuer $0 -5K -34.95% $0.00 9.31K Mar 5, 2024 Direct F3, F4
holding PSA Common Shares 316K Mar 4, 2024 By Trust F5
holding PSA Common Shares 1.9K Mar 4, 2024 By Spouse IRA

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 +5K +7.58% 70.9K Mar 5, 2024 Common Shares 5K Direct F6, F7
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -103K -100% 0 Mar 5, 2024 Common Shares 103K $192.49 Direct F8
transaction PSA AO LTIP Units Award +103K 103K Mar 5, 2024 Common Shares 103K Direct F9
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -103K -100% 0 Mar 5, 2024 Common Shares 103K $226.20 Direct F10
transaction PSA AO LTIP Units Award +103K 103K Mar 5, 2024 Common Shares 103K Direct F11
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -103K -100% 0 Mar 5, 2024 Common Shares 103K $219.07 Direct F12
transaction PSA AO LTIP Units Award +103K 103K Mar 5, 2024 Common Shares 103K Direct F13
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -103K -100% 0 Mar 5, 2024 Common Shares 103K $188.27 Direct F14
transaction PSA AO LTIP Units Award +103K 103K Mar 5, 2024 Common Shares 103K Direct F15
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -5.16K -100% 0 Mar 5, 2024 Common Shares 5.16K $211.30 Direct F16
transaction PSA AO LTIP Units Award +5.16K 5.16K Mar 5, 2024 Common Shares 5.16K Direct F17
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -5.16K -100% 0 Mar 5, 2024 Common Shares 5.16K $184.85 Direct F18
transaction PSA AO LTIP Units Award +5.16K 5.16K Mar 5, 2024 Common Shares 5.16K Direct F19
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -5.16K -100% 0 Mar 5, 2024 Common Shares 5.16K $266.40 Direct F20
transaction PSA AO LTIP Units Award +5.16K 5.16K Mar 5, 2024 Common Shares 5.16K Direct F21
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -5.16K -100% 0 Mar 5, 2024 Common Shares 5.16K $386.32 Direct F22
transaction PSA AO LTIP Units Award +5.16K 5.16K Mar 5, 2024 Common Shares 5.16K Direct F23
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -5K -100% 0 Mar 5, 2024 Common Shares 5K $286.81 Direct F24
transaction PSA AO LTIP Units Award +5K 5K Mar 5, 2024 Common Shares 5K Direct F25
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects transfer of shares to Mr. Havner's trust.
F2 Includes 5,000 restricted share units and 2,306 deferred share units. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 7,000 remain subject to deferred receipt and are also included here.
F3 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 March 5, 2024, the Company canceled the unvested RSUs upon surrender to the Company by the reporting person (the "Canceled RSUs").
F4 Includes 2,306 deferred share units. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 7,000 remain subject to deferred receipt and are also included here.
F5 Ronald L. Havner and LeeAnn R. Havner, Trustee of Havner Family Trust.
F6 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.
F7 Includes 53,433.42 vested LTIP Units and 17,500 LTIP Units subject to time-based vesting.
F8 This option was previously reported as an option for 100,000 common shares at an exercise price of $198.79, but, pursuant to anti-dilution provisions of the Company's 2007 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2015 Canceled Option").
F9 In exchange for the 2015 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.
F10 This option was previously reported as an option for 100,000 common shares at an exercise price of $233.61, but, pursuant to anti-dilution provisions of the Company's 2007 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2016 Canceled Option").
F11 In exchange for the 2016 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.
F12 This option was previously reported as an option for 100,000 common shares at an exercise price of $226.24, 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2017 Canceled Option").
F13 In exchange for the 2017 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.
F14 This option was previously reported as an option for 100,000 common shares at an exercise price of $194.44, 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2018 Canceled Option").
F15 In exchange for the 2018 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.
F16 This option was previously reported as an option for 5,000 common shares at an exercise price of $218.22, 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2019 Canceled Option").
F17 In exchange for the 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.
F18 This option was previously reported as an option for 5,000 common shares at an exercise price of $190.90, 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2020 Canceled Option").
F19 In exchange for the 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.
F20 This option was previously reported as an option for 5,000 common shares at an exercise price of $275.12, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2021 Canceled Option").
F21 In exchange for the 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.
F22 This option was previously reported as an option for 5,000 common shares at an exercise price of $398.97, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2022 Canceled Option").
F23 In exchange for the 2022 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.
F24 On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2023 Canceled Option").
F25 In exchange for the 2023 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.