Sec Form 4 Filing - Nordhagen Arlen Dale @ National Storage Affiliates Trust - 2017-05-31

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
Nordhagen Arlen Dale
2. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [ NSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
5200 DTC PARKWAY, STE 200
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2017
(Street)
GREENWOOD VILLAGE, CO80111
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
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 ( 1 ) ( 1 ) 05/31/2017 C 380,000 ( 2 ) ( 1 ) ( 3 ) Class A OP Units ( 1 ) 380,000 ( 1 ) 249,362 ( 4 ) D
Class A OP Units ( 1 ) ( 1 ) 05/31/2017 C 380,000 ( 2 ) ( 1 ) ( 3 ) Common shares of beneficial interest, $0.01 par value ( 1 ) 380,000 ( 1 ) 2,493,668 ( 4 ) ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nordhagen Arlen Dale
5200 DTC PARKWAY
STE 200
GREENWOOD VILLAGE, CO80111
X Chief Executive Officer
Signatures
Arlen Dale Nordhagen, by Jason Parsont, his Attorney-in-fact 06/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), upon the achievement of certain conditions, a holder of long-term incentive plan units ("LTIP Units") of the Partnership is entitled to convert such LTIP Units into Class A common units of limited partner interest ("Class A OP Units") of the Partnership on a one-for-one basis. In addition, under the Partnership agreement, the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's resulting 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 )Consists of 380,000 LTIP Units held by the Reporting Person which were converted into 380,000 Class A OP Units as described in footnote 1 above.
( 3 )N/A
( 4 )Following the reported transactions, the Reporting Person has total direct beneficial ownership in 36,246 vested LTIP Units and 213,116 unvested LTIP Units. The Reporting Person previously reported the 380,000 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, this Form 4 is being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 380,000 LTIP Units into 380,000 Class A OP Units.
( 5 )The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above is 2,493,668 Class A OP Units which excludes 30,819 Class A OP Units previously reported by the Reporting Person as held by SecurCare Portfolio Holdings, Ltd. ("SecurCare"), which have been distributed as a pro rata distribution from SecurCare to its members and includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as specified therein).

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