Public Storage
10/01/2024 | Press release | Distributed by Public on 10/01/2024 12:21
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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HAVNER RONALD L JR C/O PUBLIC STORAGE 701 WESTERN AVENUE GLENDALE, CA91201 |
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Signatures
| /s/ Nathaniel A. Vitan, Attorney-in-Fact | 2024-10-01 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| (**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Grant of fully-vested deferred share units (DSUs) pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each DSU represents the right to receive one Company common share. The number of DSUs granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the applicable calendar quarter and elected to be paid in DSUs, divided by the Company's closing share price on the grant date, rounded up to the nearest DSU. The DSUs will be settled in unrestricted common shares (i) in a lump sum upon the reporting person's separation from service as a trustee or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company. In accordance with the reporting person's election, dividend equivalents paid on these DSUs will be issued as additional DSUs. |
| (2) | Includes 2,599.09 DSUs, including 1.09 DSUs issued in lieu of dividend equivalents that were previously inadvertently omitted. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 6,000 remain subject to deferred receipt and are also included here. |
| (3) | Grant of fully-vested DSUs issued in lieu of dividend equivalents pursuant to the participant's elections. |
| (4) | Includes 2,600.83 DSUs. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 6,000 remain subject to deferred receipt and are also included here. |
| (5) | Ronald L. Havner and LeeAnn R. Havner, Trustee of Havner Family Trust. |
| (6) | On March 5, 2024, the reporting person exchanged an option to purchase 103,275 common shares of beneficial interest, par value $0.01 per share ("Common Shares"), of Public Storage (the "Company") for 103,275 limited partnership units in Public Storage OP, L.P. designated as AO LTIP Units ("AO LTIP Units"). AO LTIP Units are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested limited partnership units of Public Storage OP, L.P. designated as LTIP Units ("LTIP Units"), determined by the quotient of (i) the excess of the value of a Common Share as of the date of the conversion over $192.49, divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIP Units into which AO LTIP Units have been converted are further convertible, [footnote continued] |
| (7) | [Continued from footnote] conditioned upon minimum allocations to the capital accounts of the LTIP Units for U.S. federal income tax purposes, into an equal number of limited partnership units in Public Storage OP, L.P. ("OP Units"). The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Company's option. |
| (8) | Common Shares are issued upon the redemption of OP Units on a one for one basis. OP Units have no expiration date. |
| (9) | Includes 17,500 LTIP Units subject to time vesting conditions. |