David Cramer - 29 Feb 2024 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
04 Mar 2024, 18:33:30 UTC
Prior SEC filing
05 Sep 2023
Next SEC filing
04 Dec 2024
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 04 Mar 2024.

Key facts

  • This page summarizes David Cramer's Form 4 filing for National Storage Affiliates Trust (NSA).
  • 3 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 04 Mar 2024, 18:33.

Change

  • Previous filing in this sequence was filed on 05 Sep 2023.
  • 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 A OP Units

Award

Transaction value
$0
Shares
+68,477
Change %
+20%
Price
$0.000000
Shares after
418,830
Date
29 Feb 2024
Ownership
Direct
Underlying class
Common shares of beneficial interest, $0.01 par value
Underlying amount
68,477
Exercise price
Footnotes
F1, F2, F3, F4, F5, F6
NSA transaction Derivative

LTIP Units

Conversion of derivative security

Transaction value
Shares
-11,765
Change %
-7%
Price
Shares after
157,377
Date
01 Mar 2024
Ownership
Direct
Underlying class
Class A OP Units
Underlying amount
11,765
Exercise price
Footnotes
F1, F2, F4, F5, F7, F8, F9
NSA transaction Derivative

Class A OP Units

Conversion of derivative security

Transaction value
Shares
+11,765
Change %
+2.9%
Price
Shares after
418,830
Date
01 Mar 2024
Ownership
Direct
Underlying class
Common shares of beneficial interest, $0.01 par value
Underlying amount
11,765
Exercise price
Footnotes
F1, F4, F5, F8, F9
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 9 footnotes

Footnote 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.

Footnote F2

The Class A OP Units in the first row of this table are comprised of 68,477 Class A OP Units issuable upon the conversion of 68,477 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2024 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 19,292 vest in three annual installments on January 1, 2025, January 1, 2026, and January 1, 2027, subject to continued employment by the Reporting Person and 49,185 represent the maximum amount of LTIP Units that can vest on January 1, 2027 contingent upon the achievement of certain performance criteria.

Footnote F3

The Reporting Person will not earn any of the 49,185 performance-based LTIP Units if the minimum performance criteria is not met. The 49,185 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 F4

N/A

Footnote 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 418,830 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 11,177 previously reported LTIP Units granted on February 26, 2021 pursuant a 2021 LTIP Unit Agreement, which did not vest upon the expiration of the performance period on January 1, 2024.

Footnote 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.

Footnote 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.

Footnote F8

Consists of 11,765 LTIP Units held by the Reporting Person which were converted into 11,765 Class A OP Units as described in footnote 7 above.

Footnote F9

Following the reported transactions, the Reporting Person has total direct beneficial ownership in 9,881 vested LTIP Units and 147,496 unvested LTIP Units. The Reporting Person previously reported the 11,765 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 11,765 LTIP Units into 11,765 Class A OP Units.

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