President and CEO Meaney William L exercised 631,083 shares at a strike of $4.01, covered exercise/tax liability with 221,129 shares and sold $15,759,615 worth of shares (172,552 units at $91.33) (SEC Form 4)
$IRM
Real Estate Investment Trusts
Real Estate
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IRON MOUNTAIN INC [ IRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $.01 per share | 03/01/2025 | M | 554,911(1) | A | $0 | 554,911 | D | |||
| Common Stock, par value $.01 per share | 03/01/2025 | F | 218,357 | D | $93.17 | 336,554 | D | |||
| Common Stock, par value $.01 per share | 03/01/2025 | M | 7,047(2) | A | $0 | 343,601 | D | |||
| Common Stock, par value $.01 per share | 03/01/2025 | F | 2,772 | D | $93.17 | 340,829 | D | |||
| Common Stock, par value $.01 per share | 03/03/2025 | M | 69,125 | A | $36.588 | 409,954 | D | |||
| Common Stock, par value $.01 per share | 03/03/2025 | S | 48,952 | D | $90.284(3) | 361,002 | D | |||
| Common Stock, par value $.01 per share | 03/03/2025 | S | 92,552 | D | $91.603(4) | 268,450 | D | |||
| Common Stock, par value $.01 per share | 03/03/2025 | S | 26,773 | D | $92.303(5) | 241,677 | D | |||
| Common Stock, par value $.01 per share | 03/03/2025 | S | 1,120 | D | $90.325(6) | 240,557 | D | |||
| Common Stock, par value $.01 per share | 03/03/2025 | S | 2,932 | D | $91.734(7) | 237,625 | D | |||
| Common Stock, par value $.01 per share | 03/03/2025 | S | 223 | D | $92.536(8) | 237,402 | D | |||
| Common Stock, par value $.01 per share | 295,650 | I(9) | By GRAT | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Units | (10) | 03/01/2025 | M | 554,911 | (11) | (11) | Common Stock, par value $.01 per share | 554,911 | $0 | 0 | D | ||||
| Restricted Stock Units | (12) | 03/01/2025 | M | 7,047 | (13) | (13) | Common Stock, par value $.01 per share | 7,047 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $36.588 | 03/03/2025 | M | 69,125 | (14) | 02/18/2026 | Common Stock, par value $.01 per share | 69,125 | $36.588 | 622,125 | D | ||||
| Employee Stock Option (Right to Buy) | $93.17 | 03/01/2025 | A | 83,389 | (14) | (14) | Common Stock, par value $.01 per share | 83,389 | $93.17 | 83,389 | D | ||||
| Explanation of Responses: |
| 1. This acquisition is reported to reflect the full vesting of performance units ("PUs") previously granted to the Reporting Person on March 1, 2022. Effective February 14, 2025, the Compensation Committee of Iron Mountain Incorporated's Board of Directors determined the actual award of PUs under the grant after completion of the relevant performance period, and the PUs fully vested on March 1, 2025. |
| 2. This acquisition is reported to reflect the full vesting of restricted stock units ("RSUs") previously granted to the Reporting Person on March 1, 2022. |
| 3. The price reported in Column 4 is a weighted average price. These shares of Iron Mountain Incorporated common stock ("Common Stock") were sold in multiple transactions at prices ranging from $90.020 to $91.015, inclusive. The Reporting Person undertakes to provide Iron Mountain Incorporated (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 of Common Stock sold at each separate price within the ranges set forth in this footnote (3). |
| 4. The price reported in Column 4 is a weighted average price. These shares of Iron Mountain Incorporated common stock ("Common Stock") were sold in multiple transactions at prices ranging from $91.030 to $92.025, inclusive. The Reporting Person undertakes to provide Iron Mountain Incorporated (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 of Common Stock sold at each separate price within the ranges set forth in this footnote (4). |
| 5. The price reported in Column 4 is a weighted average price. These shares of Iron Mountain Incorporated common stock ("Common Stock") were sold in multiple transactions at prices ranging from $92.030 to $92.910, inclusive. The Reporting Person undertakes to provide Iron Mountain Incorporated (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 of Common Stock sold at each separate price within the ranges set forth in this footnote (5). |
| 6. The price reported in Column 4 is a weighted average price. These shares of Iron Mountain Incorporated common stock ("Common Stock") were sold in multiple transactions at prices ranging from $90.110to $90.630, inclusive. The Reporting Person undertakes to provide Iron Mountain Incorporated (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 of Common Stock sold at each separate price within the ranges set forth in this footnote (6). |
| 7. The price reported in Column 4 is a weighted average price. These shares of Iron Mountain Incorporated common stock ("Common Stock") were sold in multiple transactions at prices ranging from $91.270 to $92.260, inclusive. The Reporting Person undertakes to provide Iron Mountain Incorporated (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 of Common Stock sold at each separate price within the ranges set forth in this footnote (7). |
| 8. The price reported in Column 4 is a weighted average price. These shares of Iron Mountain Incorporated common stock ("Common Stock") were sold in multiple transactions at prices ranging from $92.350 to $92.755, inclusive. The Reporting Person undertakes to provide Iron Mountain Incorporated (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 of Common Stock sold at each separate price within the ranges set forth in this footnote (8). |
| 9. Balance reflects 295,650 shares transferred from the Grantor for funding of a Grantor Retained Annuity Trust on November 29, 2024. This transfer is exempt from Section 16 pursuant to Rule 16a-13. |
| 10. Each PU represents a contingent right to receive one share of Iron Mountain Incorporated common stock ("Common Stock"). |
| 11. The PU were initially granted to the Reporting Person on March 1, 2022, and will fully vest on March 1, 2025. |
| 12. Each RSU represents a contingent right to receive one share of Iron Mountain Incorporated common stock ("Common Stock"). |
| 13. The RSUs, representing a contingent right to receive a total of 21,139 shares of Common Stock, were granted to the Reporting Person on March 1, 2022 and vest in three substantially equal annual installments beginning on the first anniversary of the grant date. |
| 14. This stock option becomes exercisable in three substantially equal annual installments beginning on the first anniversary of the date of grant. |
| Remarks: |
| /s/ Christine Zhang, under Power of Attorney dated February 27, 2025, from William Meaney | 03/04/2025 | |
| ** 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 4 (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 Number. | ||