David Cramer - 27 Feb 2023 Form 4 Insider Report for National Storage Affiliates Trust (NSA)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
01 Mar 2023, 19:02:41 UTC
Prior SEC filing
08 Nov 2022
Next SEC filing
05 Sep 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
David Cramer, by Jason Parsont, his Attorney-in-fact

Key filing fact

David Cramer filed Form 4 for National Storage Affiliates Trust (NSA) on 01 Mar 2023.

Key facts

  • This page summarizes David Cramer's Form 4 filing for National Storage Affiliates Trust (NSA).
  • 5 reported transactions and 5 derivative rows are listed below.
  • Accepted by SEC: 01 Mar 2023, 19:02.

Change

  • Previous filing in this sequence was filed on 08 Nov 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

NSA transaction Derivative

Class B OP Units, Series MI

Options Exercise

Transaction value
$0
Shares
-74,617
Change %
-100%
Price
$0.000000*
Shares after
0
Date
27 Feb 2023
Ownership
Direct
Underlying class
Class A OP Units
Underlying amount
74,617
Exercise price
Footnotes
F1, F2, F3, F4, F5, F6, F7
NSA transaction Derivative

Class A OP Units

Options Exercise

Transaction value
$0
Shares
+204,943
Change %
+229%
Price
$0.000000
Shares after
294,530
Date
27 Feb 2023
Ownership
Direct
Underlying class
Common shares of beneficial interest, $0.01 par value
Underlying amount
204,943
Exercise price
Footnotes
F1, F2, F5, F6, F7
NSA transaction Derivative

Class A OP Units

Award

Transaction value
$0
Shares
+67,000
Change %
+23%
Price
$0.000000
Shares after
361,530
Date
27 Feb 2023
Ownership
Direct
Underlying class
Common shares of beneficial interest, $0.01 par value
Underlying amount
67,000
Exercise price
Footnotes
F4, F5, F6, F7, F8, F9, F10
NSA transaction Derivative

LTIP Units

Conversion of derivative security

Transaction value
Shares
-15,056
Change %
-12%
Price
Shares after
111,842
Date
27 Feb 2023
Ownership
Direct
Underlying class
Class A OP Units
Underlying amount
15,056
Exercise price
Footnotes
F4, F5, F6, F7, F8, F10, F11, F12
NSA transaction Derivative

Class A OP Units

Conversion of derivative security

Transaction value
Shares
+15,056
Change %
+4.3%
Price
Shares after
361,530
Date
27 Feb 2023
Ownership
Direct
Underlying class
Common shares of beneficial interest, $0.01 par value
Underlying amount
15,056
Exercise price
Footnotes
F4, F5, F6, F7, F8, F11, F12
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 12 footnotes

Footnote F1

Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), all of the Class B common units of limited partner interest, Series MI ("Class B OP Units") of the Partnership converted into Class A common units of limited partner interest ("Class A OP Units") at the election of National Storage Affiliates Trust (the "Issuer") in connection with the retirement of Move It Self Storage, LP and its controlled affiliates (the "Non-Voluntary Conversion").

Footnote F2

In connection with the Non-Voluntary Conversion, the Class B OP Units are converted into Class A OP Units by dividing the average cash available for distribution per unit on the Class B OP Units over the one year period prior to conversion by 110% of the cash available for distribution per unit on the Class A OP Units determined over the same period.

Footnote F3

In connection with the retirement, the Issuer issued a notice of Non-Voluntary Conversion to the Reporting Person on January 1, 2023 ("Notice Date") and, following the completion of the audit of the Issuer, on February 27, 2023, notified the Reporting Person that his 74,617 Class B OP Units were converted into 204,943 Class A OP Units effective as of the Notice Date.

Footnote F4

Pursuant to the agreement of limited partnership of the Partnership (the "Partnership Agreement"), the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A OP Units for cash in an amount equal to the market value of common shares of beneficial interest, par value $0.01 per share (the "Shares"), or at the option of the Issuer, Shares on a one-for-one basis, subject to certain adjustments.

Footnote F5

N/A.

Footnote F6

The Reporting Person owns no Class B OP Units following the reported transaction. The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions is 361,530, 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 19,413 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.

Footnote F7

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.

Footnote F8

The Class A OP Units in the third row of this table are comprised of 67,000 Class A OP Units issuable upon the conversion of 67,000 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, 18,827 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 48,173 represent the maximum amount of LTIP Units that can vest on January 1, 2026 contingent upon the achievement of certain performance criteria.

Footnote F9

The Reporting Person will not earn any of the 48,173 performance-based LTIP Units if the minimum performance criteria is not met. The 48,173 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 Agreement.

Footnote F10

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.

Footnote F11

Consists of 15,056 LTIP Units held by the Reporting Person which were converted into 15,056 Class A OP Units as described in footnote 10 above.

Footnote F12

Following the reported transactions, the Reporting Person has total direct beneficial ownership in 4,925 vested LTIP Units and 106,917 unvested LTIP Units. The Reporting Person previously reported the 15,056 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 4 and 5 of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 15,056 LTIP Units into 15,056 Class A OP Units.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. Manage preferences to update or revoke optional consent for future visits. For more information, see our Privacy Policy .