William S. Cowan Jr. - Jun 5, 2023 Form 4 Insider Report for National Storage Affiliates Trust (NSA)

Signature
William S. Cowan, Jr., by Jason Parsont, his Attorney-in-fact
Stock symbol
NSA
Transactions as of
Jun 5, 2023
Transactions value $
$0
Form type
4
Date filed
6/7/2023, 04:38 PM
Previous filing
Jun 7, 2023
Next filing
Mar 4, 2024

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 +66.8K $0.00 66.8K Jun 5, 2023 Common shares of beneficial interest, $0.01 par value 66.8K Direct F1, F2, F3, F4, F5
* 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 this table are comprised of 66,836 Class A OP Units issuable upon the conversion of 66,836 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, 38,241 vest in four annual installments on June 10, 2024, June 10, 2025, June 10, 2026 and June 10, 2027, subject to continued employment by the Reporting Person, and 28,595 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 28,595 performance-based LTIP Units if the minimum performance criteria is not met. The 28,595 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 beneficial ownership of Class A OP Units following the reported transactions above is 66,836 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 herein and therein).