Initial Statement of Beneficial Ownership (3)
10 Abril 2023 - 5:17PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Bergeon Derek |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/1/2023
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3. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [NSA]
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(Last)
(First)
(Middle)
C/O NATIONAL STORAGE AFFILIATES TRUST, 8400 EAST PRENTICE AVENUE, 9TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Operating Officer / |
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(Street)
GREENWOOD VILLAGE, CO 80111
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class A OP Units (1) | (1)(2) | (3) | Common shares of beneficial interest, $0.01 par value | 22146.0 (1)(2)(4)(5) | (1)(2) | D | |
| Explanation of Responses: |
| (1) | Pursuant to the agreement of limited partnership 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. |
| (2) | The Class A OP Units in this table are comprised of 4,920 Class A OP Units, 3,012 Class A OP Units issuable upon the conversion of 3,012 vested long-term incentive plan units ("LTIP Units") in the Partnership and 14,214 Class A OP Units issuable upon conversion of 14,214 unvested LTIP Units, granted to the Reporting Person under the Issuer's 2015 Equity Incentive Plan pursuant to LTIP Unit Award Agreements between the Issuer and the Reporting Person. |
| (3) | N/A |
| (4) | Of the 14,214 unvested LTIP Units, 5,712 vest in six installments from January 1, 2024 through January 1, 2026, subject to continued employment by the Reporting Person and 8,502 represent the maximum amount of performance-based LTIP Units that can vest on January 1, 2026 contingent upon the achievement of certain performance criteria. |
| (5) | The Reporting Person will not earn any of the 8,502 performance-based LTIP Units if the minimum performance criteria are not met. The 8,502 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. |
Remarks:
Exhibit No. 24.1 Power of Attorney dated April 3, 2023. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bergeon Derek
C/O NATIONAL STORAGE AFFILIATES TRUST
8400 EAST PRENTICE AVENUE, 9TH FLOOR
GREENWOOD VILLAGE, CO 80111 |
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| Chief Operating Officer |
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Signatures
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| Derek Bergeon, by Zoya Afridi, his Attorney-in-fact | | 4/10/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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