Sec Form 4 Filing - Van Mourick Mark @ National Storage Affiliates Trust - 2022-02-22

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
Van Mourick Mark
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, 8400 EAST PRENTICE AVENUE, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2022
(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 OV( 1 ) ( 1 )( 2 ) 02/22/2022 M 20,000( 2 ) ( 1 )( 2 )( 3 ) ( 4 ) Class A OP Units 20,000( 5 )( 6 ) $ 0 32,796( 5 )( 6 ) I See Footnote( 3 )
Class A OP Units( 1 ) ( 2 ) 02/22/2022 M 52,954( 2 ) ( 3 ) ( 4 ) Common shares of beneficial interest, $0.01 par value 52,954( 5 )( 6 ) $ 0 155,782( 5 )( 6 ) I See Footnote( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Van Mourick Mark
C/O NATIONAL STORAGE AFFILIATES TRUST
8400 EAST PRENTICE AVENUE, 9TH FLOOR
GREENWOOD VILLAGE, CO80111
X
Signatures
Mark Van Mourick, by Jason Parsont, his Attorney-in-fact 02/24/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the agreement of limited partnership of NSA OP, LP (the "Partnership"), following a two-year lock-out period, a holder of Class B common units of limited partner interest, Series OV ("Class B OP Units") may elect a voluntary conversion ("Voluntary Conversion") upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate one time each year prior to December 1st to convert a pre-determined portion of Class B OP Units into Class A common units of limited partner interest ("Class A OP Units") in the Partnership.
( 2 )Such Voluntary Conversion is effective January 1st of the following year with each Class B OP Unit being converted into the number of Class A OP Units determined 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 the conversion effective date by 110% of the cash available for distribution per unit on the Class A OP Units determined over the same period.
( 3 )The Reporting Person made an election prior to December 1, 2021 with respect to a Voluntary Conversion of 20,000 Class B OP Units held by Van Mourick Diversified, LP for the which the Reporting Person has or shares voting and investment power. Following the completion of the audit of National Storage Affiliates Trust (the "Issuer"), the Issuer notified the Reporting Person on February 22, 2022 that such Class B OP Units converted into 52,954 Class A OP Units effective January 1, 2022. The Reporting Person has the right to cause the Partnership to redeem all or 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 common shares of beneficial interest ("Shares") of Issuer, or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.
( 4 )N/A
( 5 )The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the reported transaction above is 32,796, which includes those Class B OP Units previously reported and the Class B OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class B OP Units as specified therein). The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above is 155,782, 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 therein).
( 6 )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.

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