Key facts
- This page summarizes David J. Neithercut's Form 4 filing for Public Storage (PSA).
- 9 reported transactions and 8 derivative rows are listed below.
- Accepted by SEC: 09 May 2024, 16:23.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Award
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Disposed to Issuer
Award
Disposed to Issuer
Award
Disposed to Issuer
Award
Disposed to Issuer
Award
Additional SEC filing notes
Section 16 status
David J. Neithercut is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Footnote F1
In connection with the conclusion of his service as a trustee, on May 7, 2024, the reporting person received a grant of fully-vested deferred share units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each deferred share unit represents the right to receive one Company common share. The number of deferred share units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the second quarter of 2024, pro rated through May 7, 2024, and elected to be paid in deferred share units, divided by the Company's closing share price on the grant date, rounded up to the nearest deferred share unit. [footnote continues]
Footnote F2
[footnote continued] The deferred share units will be settled in unrestricted common shares (i) in a lump sum on January 1st of the calendar year following the tenth anniversary of the grant date or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company.
Footnote F3
Includes 1,725 deferred share units.
Footnote F4
This option was previously reported as an option for 15,000 common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") at an exercise price of $230.93, but, pursuant to antidilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "First 2021 Canceled Option").
Footnote F5
This option became exercisable as to one-third on each of the first, second, and third anniversaries of the grant date.
Footnote F6
In exchange for the First 2021 Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("Public Storage OP") designated as AO LTIP Units ("AO LTIP Units"), which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units ("LTIP Units") of Public Storage OP, which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). The OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
Footnote F7
This option was previously reported as an option for 5,000 Common Shares at an exercise price of $275.12, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "Second 2021 Canceled Option").
Footnote F8
In exchange for the Second 2021 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
Footnote F9
This option was previously reported as an option for 5,000 Common Shares at an exercise price of $398.97, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2022 Canceled Option").
Footnote F10
This option becomes exercisable as to one-third on each of the first, second, and third anniversaries of the grant date.
Footnote F11
In exchange for the 2022 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
Footnote F12
In connection with the conclusion of his service as a trustee on May 7, 2024, one-third (1,741 AO LTIP Units) of this award remained unvested and was canceled.
Footnote F13
On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2023 Canceled Option").
Footnote F14
In exchange for the 2023 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
Footnote F15
In connection with the conclusion of his service as a trustee on May 7, 2024, two-thirds (3,333 AO LTIP Units) of this award remained unvested and was canceled.