| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/15/2024 |
3. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [ NSA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 | 598,507(1)(2) | (1)(2) | D | |
| Class A OP Units(1) | (1)(2) | (3) | Common shares of beneficial interest, $0.01 par value | 121,554(1)(4) | (1)(2) | I | See Note(4) |
| Series A-1 Preferred Units(5) | (5) | (5) | Series A Preferred Shares, $0.01 par value | 4,490(5) | (5) | D | |
| Explanation of Responses: |
| 1. 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 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 row 1 of this table are comprised of 442,207 Class A OP Units and 156,300 Class A OP Units issuable upon conversion of 156,300 unvested long term incentive performance units ("LTIP Units"), which vest upon the contribution of certain self-storage properties pursuant to a LTIP Unit Award Agreement, between the Reporting Person and the Partnership. 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. |
| 3. N/A |
| 4. The Class A OP Units in row 2 of this table are held by Propel Management, LLC, for which the Reporting Person has or shares voting and/or 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 held by Propel Management, LLC, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. |
| 5. Pursuant to the Partnership Unit Designation of Series A-1 Preferred Units of the Partnership, after the first anniversary of the date of issuance, the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's 6.000% Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 Preferred Units") for cash in an amount equal to the market value of an equivalent number of the 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest ("Series A Preferred Shares") of the Issuer, or at the Issuer's option, Series A Preferred Shares on a one-for-one basis, subject to certain adjustments. |
| Remarks: |
| Exhibit No. 24.1 Power of Attorney dated July 29, 2024. |
| Warren W. Allan, by Zoya F. Afridi, his Attorney-in-fact | 08/19/2024 | |
| ** 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 Number. | ||