David J. Neithercut - May 7, 2024 Form 4 Insider Report for Public Storage (PSA)

Role
Director
Signature
/s/ Steven C. Babinski, Attorney-in-Fact
Stock symbol
PSA
Transactions as of
May 7, 2024
Transactions value $
$16,392
Form type
4
Date filed
5/9/2024, 04:23 PM
Previous filing
Apr 3, 2024
Next filing
May 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PSA Common Shares Award $16.4K +60 +3.6% $273.20 1.73K May 7, 2024 Direct F1, F2, F3

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 -15.5K -100% 0 May 7, 2024 Common Shares 15.5K $223.61 Direct F4, F5
transaction PSA AO LTIP Units Award +15.5K 15.5K May 7, 2024 Common Shares 15.5K Direct F6
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -5.16K -100% 0 May 7, 2024 Common Shares 5.16K $266.40 Direct F5, F7
transaction PSA AO LTIP Units Award +5.16K 5.16K May 7, 2024 Common Shares 5.16K Direct F8
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -5.16K -100% 0 May 7, 2024 Common Shares 5.16K $386.32 Direct F9, F10
transaction PSA AO LTIP Units Award +5.16K 5.16K May 7, 2024 Common Shares 5.16K Direct F11, F12
transaction PSA Stock Option (Right to Buy) Disposed to Issuer -5K -100% 0 May 7, 2024 Common Shares 5K $286.81 Direct F10, F13
transaction PSA AO LTIP Units Award +5K 5K May 7, 2024 Common Shares 5K Direct F14, F15
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David J. Neithercut is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the conclusion of his service as a trustee, on May 7, 2024, the reporting person received a grant of fully-vested deferred share units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each deferred share unit represents the right to receive one Company common share. The number of deferred share units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the second quarter of 2024, pro rated through May 7, 2024, and elected to be paid in deferred share units, divided by the Company's closing share price on the grant date, rounded up to the nearest deferred share unit. [footnote continues]
F2 [footnote continued] The deferred share units will be settled in unrestricted common shares (i) in a lump sum on January 1st of the calendar year following the tenth anniversary of the grant date or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.
F3 Includes 1,725 deferred share units.
F4 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 $230.93, 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. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "First 2021 Canceled Option").
F5 This option became exercisable as to one-third on each of the first, second, and third anniversaries of the grant date.
F6 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.
F7 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").
F8 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.
F9 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").
F10 This option becomes exercisable as to one-third on each of the first, second, and third anniversaries of the grant date.
F11 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.
F12 In connection with the conclusion of his service as a trustee on May 7, 2024, one-third (1,741 AO LTIP Units) of this award remained unvested and was canceled.
F13 On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2023 Canceled Option").
F14 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.
F15 In connection with the conclusion of his service as a trustee on May 7, 2024, two-thirds (3,333 AO LTIP Units) of this award remained unvested and was canceled.