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Filing Details

Accession Number:: 0001104659-11-047251
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-08-16 17:28:46
Reporting Period:: 2011-08-12

Filing Date:: 2011-08-16
Accepted Time:: 2011-08-16 17:28:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1020569	Iron Mountain Inc	IRM	Public Warehousing & Storage (4220)	232588479

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1032365	Richard C Reese	100 Belvidere Street Apartment 9F Boston MA 02199	Ceo & Executive Chairman	Yes	Yes	No	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 Stock, Par Value, $.01 Per Share	Disposition	2011-08-12	257,300	$31.09	340,400	No	4	S	Direct
Common Stock, Par Value, $.01 Per Share	Acquisiton	2011-08-12	257,300	$31.09	257,300	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	P	Indirect	See Footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value, $.01 Per Share	1,222,086	Indirect	See Footnote
Common Stock, Par Value, $.01 Per Share	2,950,590	Indirect	By Contract

Footnotes

The price reported in Column 4 is calculated pursuant to a Purchase and Sale Agreement between Mr. Reese and the Reese 2010 Trust, which such trust is dated December 8, 2010 (the "GST Trust"), and is based on the average high and low sale price of one share of common stock of Iron Mountain Incorporated as quoted on the New York Stock Exchange on August 12, 2011.
These shares are held by the GST Trust. As part of Mr. Reese's estate planning, Mr. Reese exchanged 257,300 shares of common stock of Iron Mountain Incorporated ("IRM Common Stock"), together with $543, for a promissory note issued by the GST Trust payable to Mr. Reese (with an aggregate principal amount of $8,000,000, a term of nine (9) years and an interest rate of 1.9%). The trustee of the GST Trust is an unrelated trust company. The GST Trust is for the benefit of Mr. and Mrs. Reese's descendants. Mr. Reese holds investment and distribution powers over the trust but does not have the right to revoke the GST Trust. Mr. Reese disclaims beneficial ownership of the GST Trust, and this report should not be deemed an admission that the reporting person is beneficial owner of such securities for the purposes of Section 16 of the Exchange Act of 1934, as amended, or for any purpose.
These shares are held by the Reese Family 2005 LLC (the "LLC"). Four trusts for the benefit of Mr. Reese's children and their descendants, and one of his children (the "Existing Trusts"), own all of the interests in the LLC. Mr. Reese is the investment manager of the LLC and therefore has control over the sale or distribution of any shares held by the LLC, the timing of such sales or distributions, and the use of the proceeds of any sale. Mr. Reese disclaims beneficial ownership of all securities held by the LLC or by the Existing Trusts, and this report should not be deemed an admission that the reporting person is beneficial owner of such securities for purposes of Section 16 of the Exchange Act of 1934, as amended, or for any purpose.
Mr. Reese shares beneficial ownership of these shares with Schooner Capital Corporation as a result of a 1988 deferred compensation arrangement, as amended, between Schooner Capital LLC ("Schooner") and Mr. Reese relating to Mr. Reese's former services as President of the predecessor corporation to Schooner. Pursuant to such arrangement, Mr. Reese is entitled to receive benefits equivalent to the fair market value of such shares with payments to Mr. Reese commencing on the first business day of 2013 and payable in ten annual installments; however, Mr. Reese has the right to defer the commencement of such installments in certain circumstances. In addition, any unpaid benefits pursuant to this arrangement shall be payable to Mr. Reese's beneficiary(ies) in a lump sum upon his death. Benefits pursuant to this arrangement are payable in cash or, at Mr. Reese's election, common stock.