Sec Form 4 Filing - Nordhagen Arlen Dale @ National Storage Affiliates Trust - 2017-06-13

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)
06/13/2017
(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
Class B OP Units, Series SC ( 1 ) ( 1 ) ( 2 ) ( 3 ) 06/13/2017 A 44,917 ( 4 ) ( 1 )( 2 )( 3 ) ( 5 ) Class A OP Units ( 1 ) ( 2 ) ( 3 ) ( 4 ) $ 23.84 2,573,766 ( 6 ) I See Footnote ( 4 )
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 06/14/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B common units of limited partner interest, Series SC (the "Class B OP Units") of NSA OP, LP (the "Partnership") are convertible into Class A common units of limited partner interest (the "Class A OP Units") of the Partnership (i) at the Reporting Person's election only upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate (a "Voluntary Conversion") or (ii) at the election of National Storage Affiliates Trust (the "Issuer"), upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion").
( 2 )For Voluntary Conversions, the Class B OP Units are convertible into Class A OP Units by dividing the average cash available for distribution per unit on the series of specific Class B OP Units over the one-year period prior to conversion by 110% (the "Conversion Percentage") of the cash available for distribution per unit on the Class A OP Units determined over the same period.
( 3 )For Non-Voluntary Conversions, the same formula described in footnote 2 is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion. To the extent the Class B OP Units described herein are converted into Class A OP Units, beginning after June 13, 2018, the Reporting Person will have the right to cause the Partnership to redeem 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 the Issuer or, at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
( 4 )Consists of 44,917 Class B OP Units issued to SA-SCMI 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, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
( 5 )N/A
( 6 )The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the reported transaction above is 2,573,766 Class B OP Units, which includes those Class B OP Units previously reported and the Class B OP Units reported herein. The 2,573,766 Class B OP Units do not include derivative securities of other classes or non-derivative securities of the Reporting Person that were previously reported.

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