| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NSA | Common shares of beneficial interest, $0.01 par value | Gift | $0 | -105K | -5.21% | $0.00 | 1.91M | Mar 4, 2025 | Direct | F1, F2, F3 |
| transaction | NSA | Common shares of beneficial interest, $0.01 par value | Gift | $0 | +105K | +5.82% | $0.00 | 1.91M | Mar 4, 2025 | By a family trust | F1, F2, F3 |
| 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 | +85.7K | +19.49% | $0.00 | 526K | Feb 28, 2025 | Common shares of beneficial interest, $0.01 par value | 85.7K | Direct | F3, F4, F5, F6, F7 | |
| transaction | NSA | LTIP Units | Conversion of derivative security | -14.5K | -5.48% | 250K | Feb 28, 2025 | Class A OP Units | 14.5K | Direct | F4, F5, F7, F8, F9, F10, F11 | |||
| transaction | NSA | Class A OP Units | Conversion of derivative security | +14.5K | +2.83% | 526K | Feb 28, 2025 | Common shares of beneficial interest, $0.01 par value | 14.5K | Direct | F4, F7, F9, F10, F11 |
| Id | Content |
|---|---|
| F1 | Reflects the transfer of common shares of beneficial interest, $0.01 par value ("Shares") of National Storage Affiliates Trust (the "Issuer") previously held directly by the Reporting Person to a revocable family trust, for which the Reporting Person is a trustee. |
| F2 | The Reporting Person's total direct and indirect beneficial ownership of Shares following the reported transaction above is 1,912,204 Shares, which includes those Shares previously reported. The 1,912,204 Shares referred to above do not include derivative securities of the Reporting Person that were previously reported on the Reporting Person's Form 3 and Forms 4 or any of the derivative securities reported herein. |
| F3 | 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. |
| F4 | 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 Shares of the Issuer, or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments. |
| F5 | The Class A OP Units in the first row of this table are comprised of 85,717 Class A OP Units issuable upon the conversion of 85,717 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2025 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2024 Equity Incentive Plan. Of these, 24,057 vest in three annual installments on January 1, 2026, January 1, 2027, and January 1, 2028, subject to continued employment by the Reporting Person and 61,660 represent the maximum amount of LTIP Units that can vest on January 1, 2028 contingent upon the achievement of certain performance criteria. |
| F6 | The Reporting Person will not earn any of the 61,660 performance-based LTIP Units if the minimum performance criteria is not met. The 61,660 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. |
| F7 | N/A |
| F8 | 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. |
| F9 | Consists of 14,489 LTIP Units held by the Reporting Person which were converted into 14,489 Class A OP Units as described in footnote 8 above. |
| F10 | Following the reported transactions, the Reporting Person has total direct beneficial ownership in 9,900 vested LTIP Units and 239,772 unvested LTIP Units. The Reporting Person previously reported the 14,489 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 Table II of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 14,489 LTIP Units into 14,489 Class A OP Units. |
| F11 | 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 9 above) is 525,614 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 16,494 previously reported LTIP Units granted on March 15, 2022 and August 26, 2022, in each case, pursuant to a 2022 LTIP Unit Agreement, which did not vest upon the expiration of the performance period on January 1, 2025. |