Tamara D. Fischer - Feb 27, 2023 Form 4 Insider Report for National Storage Affiliates Trust (NSA)

Role: Chief Executive Officer, Director
Signature: /s/ Tamara D. Fischer, by Jason Parsont, her Attorney-in-fact
Stock symbol: NSA
Transactions as of: Feb 27, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/1/2023, 07:01 PM
Previous filing: Nov 8, 2022
Next filing: Mar 14, 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	+35.5K	+6.75%	$0.00	561K	Feb 27, 2023	Common shares of beneficial interest, $0.01 par value	35.5K		Direct	F1, F2, F3, F4, F5, F6
transaction	NSA	LTIP Units	Conversion of derivative security		-40.1K	-22%		142K	Feb 27, 2023	Class A OP Units	40.1K		Direct	F1, F2, F4, F5, F7, F8, F9
transaction	NSA	Class A OP Units	Conversion of derivative security		+40.1K	+7.7%		561K	Feb 27, 2023	Common shares of beneficial interest, $0.01 par value	40.1K		Direct	F1, F4, F5, 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 35,471 Class A OP Units issuable upon the conversion of 35,471 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2023 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 9,967 vest in three annual installments on January 1, 2024, January 1, 2025, and January 1, 2026, subject to continued employment by the Reporting Person and 25,504 represent the maximum amount of LTIP Units that can vest on January 1, 2026 contingent upon the achievement of certain performance criteria.
F3	The Reporting Person will not earn any of the 25,504 performance-based LTIP Units if the minimum performance criteria is not met. The 25,504 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 560,740 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). Excludes 24,986 previously reported LTIP Units granted on February 27, 2020 pursuant a 2020 LTIP Unit Agreement, which did not vest upon the expiration of the performance period on January 1, 2023. All of the Reporting Person's 560,740 Class A OP Units are held directly through Tamara D. Fischer, trustee of the Tamara Diane Fischer Trust dated 01/20/2021.
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 40,090 LTIP Units held by the Reporting Person which were converted into 40,090 Class A OP Units as described in footnote 7 above.
F9	Following the reported transactions, the Reporting Person has total direct beneficial ownership in 4,239 vested LTIP Units and 137,875 unvested LTIP Units.The Reporting Person previously reported the 40,090 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 40,090 LTIP Units into 40,090 Class A OP Units.