Sec Form 4 Filing - Pipes Kristy @ Public Storage - 2024-03-05

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
Pipes Kristy
2. Issuer Name and Ticker or Trading Symbol
Public Storage [ PSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PUBLIC STORAGE, 701 WESTERN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2024
(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 0 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
Stock Option (Right to Buy) $ 228.74 ( 1 ) 03/05/2024 D 15,491 ( 1 ) 10/26/2021 10/25/2030 Common Shares 15,491 ( 1 ) ( 1 ) 0 D
AO LTIP Units ( 2 ) 03/05/2024 A 15,491 ( 2 ) 10/25/2030 Common Shares 15,491 ( 2 ) 15,491 D
Stock Option (Right to Buy) $ 266.4 ( 3 ) 03/05/2024 D 5,163 ( 3 ) 04/26/2022 04/25/2031 Common Shares 5,163 ( 3 ) ( 3 ) 0 D
AO LTIP Units ( 4 ) 03/05/2024 A 5,163 ( 4 ) 04/25/2031 Common Shares 5,163 ( 4 ) 5,163 D
Stock Option (Right to Buy) $ 386.32 ( 5 ) 03/05/2024 D 5,163 ( 5 ) 04/28/2023 04/27/2032 Common Shares 5,163 ( 5 ) ( 5 ) 0 D
AO LTIP Units ( 6 ) 03/05/2024 A 5,163 ( 6 ) 04/27/2032 Common Shares 5,163 ( 6 ) 5,163 D
Stock Option (Right to Buy) $ 286.81 03/05/2024 D 5,000 05/02/2024 05/01/2033 Common Shares 5,000 ( 7 ) 0 D
AO LTIP Units ( 8 ) 03/05/2024 A 5,000 ( 8 ) 05/01/2033 Common Shares 5,000 ( 8 ) 5,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pipes Kristy
C/O PUBLIC STORAGE
701 WESTERN AVENUE
GLENDALE, CA91201
X
Signatures
/s/ Steven C. Babinski, Attorney-in-Fact 03/06/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option was previously reported as an option for 15,000 common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") at an exercise price of $236.23, but, pursuant to antidilution 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2020 Canceled Option").
( 2 )In exchange for the 2020 Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("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 election into vested LTIP Units ("LTIP Units") of Public Storage OP, which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units 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 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 5,000 Common Shares at an exercise price of $275.12, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2021 Canceled Option").
( 4 )In exchange for the 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.
( 5 )This option was previously reported as an option for 5,000 Common Shares at an exercise price of $398.97, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2022 Canceled Option").
( 6 )In exchange for the 2022 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2023 Canceled Option").
( 8 )In exchange for the 2023 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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