Brandon Togashi - Mar 15, 2022 Form 4 Insider Report for National Storage Affiliates Trust (NSA)

Role: Chief Financial Officer
Signature: Brandon Togashi, by Jason Parsont, his Attorney-in-fact
Stock symbol: NSA
Transactions as of: Mar 15, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/17/2022, 08:39 PM
Next filing: Mar 1, 2023

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	$0	+14.6K	+14.45%	$0.00	115K	Mar 15, 2022	Common shares of beneficial interest, $0.01 par value	14.6K		Direct	F1, F2, F3, F4, F5, F6
transaction	NSA	LTIP Units	Conversion of derivative security		+15.5K	+41%		53.4K	Mar 15, 2022	Class A OP Units	15.5K		Direct	F1, F2, F4, F5, F7, F8, F9
transaction	NSA	Class A OP Units	Conversion of derivative security		+15.5K	+15.56%		115K	Mar 15, 2022	Common shares of beneficial interest, $0.01 par value	15.5K		Direct	F1, F4, F5, F7, F8, F9

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

Explanation of Responses:

Id	Content
F1	Pursuant to the agreement of limited partnership (the "Partnership Agreement") of NSA OP, LP (the "Partnership"), the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest ("Class A OP Units") for cash in an amount equal to the market value of an equivalent number of the common shares of beneficial interest ("Shares") of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
F2	The Class A OP Units in the first row of this table are comprised of 14,554 Class A OP Units issuable upon the conversion of 14,554 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2022 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 3,469 vest in three annual installments on January 1, 2023, January 1, 2024, and January 1, 2025, subject to continued employment by the Reporting Person and 11,085 represent the maximum amount of LTIP Units that can vest on January 1, 2025 contingent upon the achievement of certain performance criteria.
F3	The Reporting Person will not earn any of the 11,085 performance-based LTIP Units if the minimum performance criteria is not met. The 11,085 performance-based LTIP Units are being reported here for informational purposes only. 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.
F4	N/A
F5	The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above (including the LTIP Units conversion described in footnote 8 below) is 115,262 Class A OP Units, which includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as specified therein).
F6	This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
F7	Pursuant to the Partnership Agreement, upon the achievement of certain conditions, a holder of LTIP Units of the Partnership is entitled to convert such LTIP Units into Class A OP Units of the Partnership on a one-for-one basis.
F8	Consists of 15,522 LTIP Units held by the Reporting Person which were converted into 15,522 Class A OP Units as described in footnote 7 above.
F9	Following the reported transactions, the Reporting Person has total direct beneficial ownership in 1,999 vested LTIP Units and 51,377 unvested LTIP Units. The Reporting Person previously reported the 15,522 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 15,522 LTIP Units into 15,522 Class A OP Units.