George L. Chapman - May 28, 2021 Form 4 Insider Report for National Storage Affiliates Trust (NSA)

Role
Director
Signature
George L. Chapman, by Jason Parsont, his Attorney-in-fact
Stock symbol
NSA
Transactions as of
May 28, 2021
Transactions value $
$170,017
Form type
4
Date filed
6/2/2021, 04:21 PM
Next filing
Jun 1, 2022

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 NSA Class A OP Units Award $170K +3.73K +9.47% $45.63 43.1K May 28, 2021 Common shares of beneficial interest, $0.01 par value 3.73K See Footnote F1, F2, F3, F4, F5
transaction NSA LTIP Units Conversion of derivative security -5.03K -32.75% 10.3K May 28, 2021 Class A OP Units 5.03K See Footnote F1, F2, F3, F5, F6
transaction NSA Class A OP Units Conversion of derivative security +5.03K +13.23% 43.1K May 28, 2021 Common shares of beneficial interest, $0.01 par value 5.03K See Footnote F1, F2, F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of 3,726 Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") held by George L. Chapman, Revocable Trust, for the benefit of George L. Chapman, which are issuable upon the conversion of 3,726 long-term incentive plan units ("LTIP Units") in the Partnership. The Reporting Person is trustee and has or shares voting and investment power. The LTIP Units were granted to the Reporting Person under the Issuer's 2015 Equity Incentive Plan, and are scheduled to vest on the earlier of: (i) May 25, 2022 or (ii) the calendar day immediately preceding the next annual meeting of shareholders, the date of which will be specified in a future proxy statement of the Issuer. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership's agreement of limited partnership.
F2 Upon conversion of such vested parity LTIP Units into Class A OP Units, the Reporting Person will have the right to cause the Partnership to redeem a portion of the Reporting Person's Class A OP Units for cash in an amount equal to the market value of an equivalent number of the Issuer's common shares of beneficial interest ("Shares"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
F3 N/A
F4 The price of the derivative securities was determined using the closing price of the Issuer's Shares on May 26, 2021.
F5 The Reporting Person's total direct and indirect beneficial ownership following the reported transactions above is 43,059 Class A OP Units, which includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those other LTIP Units convertible into, or exchangeable for, such Class A OP Units as specified herein and reported in prior Forms 4). Following the reported transactions, the Reporting Person has total direct and indirect beneficial ownership in 6,605 vested LTIP Units and 3,726 unvested LTIP Units. The 43,059 Class A OP Units do not include non-derivative securities of the Reporting Person that were previously reported.
F6 Consists of 5,032 LTIP Units held by the George L. Chapman, Revocable Trust, for the benefit of the Reporting Person which were converted into 5,032 Class A OP Units as described in footnote 1 above. The Reporting Person previously reported the 5,032 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, rows 2 and 3 of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 5,032 LTIP Units into 5,032 Class A OP Units.