| 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). | |||||||||||||||||
| 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
Public Storage [ PSA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2025 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| AO LTIP Units(1) | $343.76 | 01/22/2025 | A | 29,097(2) | (3) | 02/27/2032 | Common Shares | 29,097 | $0 | 29,097 | D | ||||
| LTIP Units(4) | (4) | 01/22/2025 | A | 7,974(5) | (4) | (4) | Common Shares | 7,974 | $0 | 23,449(6) | D | ||||
| Explanation of Responses: |
| 1. Reflects an award of membership interests in Public Storage OP, L.P. ("Public Storage OP") designated as AO LTIP Units ("AO LTIP Units") granted pursuant to the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan. AO LTIP Units, if and as they become vested, are convertible at the reporting person's election into vested LTIP Units ("LTIP Units") of Public Storage OP, which are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). OP Units may be exchanged by the reporting person for Public Storage common shares or the equivalent cash value of common shares, as determined by Public Storage. AO LTIP Units and LTIP Units are intended to qualify as profits interests for US federal income tax purposes. |
| 2. Reflects an award of performance-based AO LTIP Units (substituted on February 26, 2024 for an award of stock options originally granted February 28, 2022), subject to a three year (2022-2024) performance period. As originally granted, this award was for 21,674 options (at target) with an exercise price of $355.02 per share. Pursuant to anti-dilution provisions of the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan, these options were adjusted to reflect the special dividend declared by Public Storage on July 22, 2022. On February 26, 2024, the option award was cancelled upon surrender to Public Storage and the reporting person received a replacement award of AO LTIP Units upon substantially identical terms. On January 22, 2025, following completion of the performance period, the Compensation and Human Capital Committee certified performance at 130% of target, as reflected here. |
| 3. Three-fifths of these AO LTIP Units will vest on February 28, 2025, with the remaining vesting ratably over the next two years. |
| 4. Reflects an award of LTIP Units of Public Storage OP, which, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into OP Units. OP Units may be exchanged by the reporting person for Public Storage common shares or the equivalent cash value of common shares, as determined by Public Storage. LTIP Units are intended to qualify as profits interests for US federal income tax purposes. |
| 5. Reflects an award of performance-based LTIP Units (substituted on February 26, 2024 for an award of restricted share units originally granted February 28, 2022), subject to a three year (2022-2024) performance period. On February 26, 2024, the restricted share unit award was cancelled upon surrender to Public Storage and the reporting person received a replacement award of LTIP Units upon substantially identical terms. On January 22, 2025, following completion of the performance period, the Compensation and Human Capital Committee certified performance at 130% of target, as reflected here. |
| 6. Includes 3,718 vested LTIP Units and 19,731 LTIP Units subject to time-based vesting. |
| Remarks: |
| /s/ Nathaniel A. Vitan, Attorney-in-Fact | 02/06/2025 | |
| ** 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. | ||