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Filing Details

Accession Number:: 0001628280-15-006685
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-08-17 21:22:18
Reporting Period:: 2015-08-13

Filing Date:: 2015-08-17
Accepted Time:: 2015-08-17 21:22:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1618563	National Storage Affiliates Trust	NSA	Real Estate Investment Trusts (6798)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1639326	Dale Arlen Nordhagen	5200 Dtc Parkway Ste 200 Greenwood Village CO 80111	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-13	9,200	$12.49	34,200	No	4	P	Direct
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-13	21,600	$12.46	55,800	No	4	P	Indirect	By wife
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-13	15,600	$12.48	71,400	No	4	P	Indirect	By The Nord Foundation
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-13	48,000	$12.48	119,400	No	4	P	Indirect	By Nordhagen LLLP
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-14	13,000	$12.71	132,400	No	4	P	Direct
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-14	30,000	$12.72	162,400	No	4	P	Indirect	By wife
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-14	21,000	$12.70	183,400	No	4	P	Indirect	By The Nord Foundation
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-14	63,000	$12.70	246,400	No	4	P	Indirect	By Nordhagen LLLP
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-17	500	$12.85	246,900	No	4	P	Direct
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-17	500	$12.83	247,400	No	4	P	Indirect	By wife
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-17	500	$12.85	247,900	No	4	P	Indirect	By The Nord Foundation
Common Shares Of Beneficial Interest, $0.01 Par Value	Acquisiton	2015-08-17	500	$12.85	248,400	No	4	P	Indirect	By Nordhagen LLLP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	By wife
No	4	P	Indirect	By The Nord Foundation
No	4	P	Indirect	By Nordhagen LLLP
No	4	P	Direct
No	4	P	Indirect	By wife
No	4	P	Indirect	By The Nord Foundation
No	4	P	Indirect	By Nordhagen LLLP
No	4	P	Direct
No	4	P	Indirect	By wife
No	4	P	Indirect	By The Nord Foundation
No	4	P	Indirect	By Nordhagen LLLP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Op Units	Class B OP Units, Series SC	Acquisiton	2015-08-17	8,462	$0.00	0	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,253,064			No	4	P	Indirect

Footnotes

Represents common shares of beneficial interest, $0.01 par value ("Common Shares"), purchased in the open market.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.36 to $12.61, inclusive. The reporting person undertakes to provide to National Storage Affiliates Trust (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2) and (3) and (5) through (11) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.36 to $12.61, inclusive.
Consists of the Common Shares set forth in Column 4 held by the entity set forth in Column 7, for which the Reporting Person has or shares voting and investment power. 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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.35 to $12.61, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.52 to $12.82, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.55 to $12.82, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.52 to $12.81, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.61 to $12.80, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.83 to $12.85, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.79 to $12.85, inclusive.
The Reporting Person's total direct and indirect beneficial ownership following the reported transactions in this class of securities is 248,400 Common Shares, which includes those Common Shares reported on Form 4 on April 30, 2015. The 248,400 Common Shares does not include derivative securities of the Reporting Person that have been reported on the Reporting Person's Form 3 dated April 22, 2015 (the "Form 3"), this Form 4, and the other Form 4 filings of the Reporting Person.
Two years after the date of the completion of the initial public offering of the Issuer, the Class B common units of limited partner interest (the "Class B OP Units") of NSA OP, LP ("Partnership") will be convertible into Class A common units of limited partner interest (the "Class A OP Units") (i) at the Reporting Person's election only upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate (a "Voluntary Conversion") or (ii) at the Issuer's election, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion"). For Voluntary Conversions, the Class B OP Units will be convertible into Class A OP Units by dividing the average cash available for distribution per unit on the series of specific Class B OP Units over the one-year period prior to conversion by 110% (the "Conversion Percentage") of the cash available for distribution per unit on the Class A OP Units determined over the same period.
For Non-Voluntary Conversions, the same formula is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion.
Consists of 8,462 Class B OP Units held by SA-SCMI, LLC, for which the Reporting Person has or shares voting and investment power. These units were originally issued on April 22, 2015. The Reporting Person is voluntarily reporting these units early. 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.
Not applicable
One year after the date of the completion of the initial public offering of the Issuer, the Reporting Person will have the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A OP Units for cash in an amount equal to the market value of an equivalent number of the Issuer's common shares, or at the Issuer's option, common shares on a one-for-one basis, subject to certain adjustments.
The Reporting Person's total direct and indirect beneficial ownership following the reported transactions in this class of securities is 2,253,064 Class B OP Units, which includes those Class B OP Units reported on the Reporting Person's Form 3. The 2,253,064 Class B OP Units does not include securities of other classes that are reported on the Reporting Person's Form 3, this Form 4, and the other Form 4 filings of the Reporting Person.