Sec Form 4 Filing - Hylbert Paul William Jr @ National Storage Affiliates Trust - 2018-05-24

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
Hylbert Paul William Jr
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NATIONAL STORAGE AFFILIATES TRUST, 5200 DTC PARKWAY SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
05/24/2018
(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 A OP Units ( 1 ) ( 1 ) ( 2 ) 05/24/2018 A 5,589 ( 1 ) ( 1 )( 2 ) ( 3 ) Common shares of beneficial interest, $0.01 par value ( 2 ) 5,589 $ 27.29 ( 4 ) 25,033 ( 5 ) D
Reporting Ow ners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hylbert Paul William Jr
C/O NATIONAL STORAGE AFFILIATES TRUST
5200 DTC PARKWAY SUITE 200
GREENWOOD VILLAGE, CO80111
X
Signatures
Paul W. Hylbert, Jr., by Jason Parsont, his Attorney-in-fact 05/29/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 5,589 Class A common units of limited partner interest ("Class A OP Units") in NSA OP, LP (the "Partnership") are issuable upon the conversion of 5,589 long-term incentive plan units ("LTIP Units") in the Partnership. The LTIP Units were granted to the Reporting Person under the Issuer's 2015 Equity Incentive Plan, and are scheduled to vest on May 23, 2019. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership's agreement of limited partnership.
( 2 )Upon conversion of such vested parity LTIP Units into Class A OP Units, the Reporting Person will have the right to cause the Partnership to redeem a portion of the Reporting Person's Class A OP Units for cash in an amount equal to the market value of an equivalent number of the Issuer's common shares of beneficial interest ("Shares"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
( 3 )N/A
( 4 )The price of the derivative securities was determined using the closing price of the Issuer's Shares on May 24, 2018.
( 5 )The Reporting Person's total direct beneficial ownership following the reported transactions above is 25,033 Class A OP Units, which 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 herein and therein). Following the reported transactions, the Reporting Person has total direct beneficial ownership in 6,244 vested LTIP Units and 5,589 unvested LTIP Units.The 25,033 Class A OP Units do not include non-derivative securities of the Reporting Person that were previously reported.

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