Rebecca L. Owen - 07 May 2024 Form 4 Insider Report for Public Storage (PSA)

Role: Director
Signature: /s/ Steven C. Babinski, Attorney-in-Fact
Issuer symbol: PSA
Transactions as of: 07 May 2024
Net transactions value: $0
Form type: 4
Filing time: 09 May 2024, 14:12:34 UTC
Previous filing: 03 Jan 2024
Next filing: 11 Jun 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PSA	Common Shares						874	07 May 2024	Direct

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	Stock Option (Right to Buy)	Disposed to Issuer		-10,327	-100%		0	07 May 2024	Common Shares	10,327	$210.48	Direct	F1, F2
transaction	PSA	AO LTIP Units	Award		+10,327			10,327	07 May 2024	Common Shares	10,327		Direct	F3
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-5,163	-100%		0	07 May 2024	Common Shares	5,163	$266.40	Direct	F2, F4
transaction	PSA	AO LTIP Units	Award		+5,163			5,163	07 May 2024	Common Shares	5,163		Direct	F5
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-5,163	-100%		0	07 May 2024	Common Shares	5,163	$386.32	Direct	F6, F7
transaction	PSA	AO LTIP Units	Award		+5,163			5,163	07 May 2024	Common Shares	5,163		Direct	F8
transaction	PSA	Stock Option (Right to Buy)	Disposed to Issuer		-5,000	-100%		0	07 May 2024	Common Shares	5,000	$286.81	Direct	F7, F9
transaction	PSA	AO LTIP Units	Award		+5,000			5,000	07 May 2024	Common Shares	5,000		Direct	F10
transaction	PSA	AO LTIP Units	Award	$0	+3,600		$0.000000	3,600	07 May 2024	Common Shares	3,600	$273.20	Direct	F11

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

Explanation of Responses:

Id	Content
F1	This option was previously reported as an option for 15,000 common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") at an exercise price of $217.37, but, pursuant to antidilution 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. Previously, the reporting person exercised this option as to 5,000 Common Shares. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "First 2021 Canceled Option").
F2	This option became exercisable as to one-third on each of the first, second, and third anniversaries of the grant date.
F3	In exchange for the First 2021 Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("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 ("LTIP Units") of Public Storage OP, which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units 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 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.
F4	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 May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "Second 2021 Canceled Option").
F5	In exchange for the Second 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.
F6	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 May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2022 Canceled Option").
F7	This option becomes exercisable as to one-third on each of the first, second, and third anniversaries of the grant date.
F8	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.
F9	On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2023 Canceled Option").
F10	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.
F11	Reflects an award of AO LTIP Units granted pursuant to the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan. The AO LTIP Units vest in full one (1) year from the grant date. Vested AO LTIP Units are convertible at the reporting person's election into vested LTIP Units, which are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into OP Units. 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. AO LTIP Units and LTIP Units are intended to qualify as profits interests for US federal income tax purposes.