| 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 | $190K | +5.19K | +4.13% | $36.60 | 131K | May 26, 2023 | Common shares of beneficial interest, $0.01 par value | 5.19K | See footnote | F1, F2, F3, F4, F5, F6 | |
| transaction | NSA | LTIP Units | Conversion of derivative security | -3.78K | -29.69% | 8.96K | May 26, 2023 | Class A OP Units | 3.78K | See footnote | F1, F2, F3, F5, F6, F7 | |||
| transaction | NSA | Class A OP Units | Conversion of derivative security | +3.78K | +2.97% | 131K | May 26, 2023 | Common shares of beneficial interest, $0.01 par value | 3.78K | See footnote | F1, F2, F3, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | The 5,192 Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") are issuable upon the conversion of 5,192 long-term incentive plan units ("LTIP Units") in the Partnership. 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 23, 2024 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 24, 2023. |
| F5 | The Reporting Person's total direct and indirect beneficial ownership following the reported transactions above is 131,036 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 3,763 vested LTIP Units and 5,192 unvested LTIP Units. The 131,036 Class A OP Units do not include non-derivative securities of the Reporting Person that were previously reported |
| F6 | Held by Steven Osgood TTEE Steven G. Osgood Trust dated 09/09/2019 for which the Reporting Person has voting and/or investment power. 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 | Consists of 3,781 LTIP Units held by the Reporting Person which were converted into 3,781 Class A OP Units as described in footnote 1 above. The Reporting Person previously reported the 3,781 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 3,781 LTIP Units into 3,781 Class A OP Units. |