Sec Form 4 Filing - Johnson Natalia @ Public Storage - 2024-02-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Johnson Natalia
2. Issuer Name and Ticker or Trading Symbol
Public Storage [ PSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Administrative Officer
(Last) (First) (Middle)
C/O PUBLIC STORAGE, 701 WESTERN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2024
(Street)
GLENDALE, CA91201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Shares 02/26/2024 D 11,310 ( 1 ) D $ 0 8,110 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
LTIP Units ( 2 ) 02/26/2024 A 11,310 ( 2 ) ( 2 ) Common Shares 11,310 ( 2 ) 11,310 D
Stock Option (Right to Buy) $ 225.38 ( 3 ) 02/26/2024 D 10,327 ( 3 ) 08/05/2017 08/04/2026 Common Shares 10,327 ( 3 ) ( 3 ) 0 D
AO LTIP Units ( 4 ) 02/26/2024 A 10,327 ( 4 ) 08/04/2026 Common Shares 10,327 ( 4 ) 10,327 D
Stock Option (Right to Buy) $ 207.52 ( 5 ) 02/26/2024 D 10,327 ( 5 ) 03/08/2020 03/07/2029 Common Shares 10,327 ( 5 ) ( 5 ) 0 D
AO LTIP Units ( 6 ) 02/26/2024 A 10,327 ( 6 ) 03/07/2029 Common Shares 10,327 ( 6 ) 10,327 D
Stock Option (Right to Buy) $ 221.68 02/26/2024 D 64,546 03/06/2023 03/05/2030 Common Shares 64,546 ( 7 ) 0 D
AO LTIP Units ( 8 ) 02/26/2024 A 64,546 ( 8 ) 03/05/2030 Common Shares 64,546 ( 8 ) 64,546 D
Stock Option (Right to Buy) $ 222.66 02/26/2024 D 77,456 02/16/2024 02/15/2031 Common Shares 77,456 ( 9 ) 0 D
AO LTIP Units ( 10 ) 02/26/2024 A 77,456 ( 10 ) 02/15/2031 Common Shares 77,456 ( 10 ) 77,456 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnson Natalia
C/O PUBLIC STORAGE
701 WESTERN AVENUE
GLENDALE, CA91201
Chief Administrative Officer
Signatures
/s/ Nathaniel A. Vitan, Attorney-in-Fact 02/28/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These restricted share units (the "RSUs") in respect of common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") were previously granted to the reporting person and provided for time-based vesting. On February 26, 2024, the Company canceled the unvested RSUs upon surrender to the Company by the reporting person (the "Canceled RSUs").
( 2 )In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("Public Storage OP"), a subsidiary of the Company, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, 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 Common Units in Public Storage OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
( 3 )This option was previously reported as an option for 10,000 common shares at an exercise price of $232.76, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2016 Canceled Option").
( 4 )In exchange for each 2016 Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP designated as AO LTIP Units ("AO LTIP Units"), which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's elec tion into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
( 5 )This option was previously reported as an option for 10,000 common shares at an exercise price of $214.32, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2019 Canceled Option").
( 6 )In exchange for each 2019 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
( 7 )On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2020 Canceled Option").
( 8 )In exchange for each 2020 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.
( 9 )On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2021 Canceled Option").
( 10 )In exchange for each 2021 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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