IRON MOUNTAIN INC — Director's Dealing 2012

Nov 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IRON MOUNTAIN INC (IRM)
CIK: 0001020569
Period of Report: 2012-11-21

Reporting Person: REESE C RICHARD (Director, CEO and Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-21	Common Stock, par value $.01 per share	A	30232	—	Acquired	370632	Direct
2012-11-21	Common Stock, par value $.01 per share	A	22852	—	Acquired	280152	Indirect
2012-11-21	Common Stock, par value $.01 per share	A	108539	—	Acquired	1330625	Indirect
2012-11-21	Common Stock, par value $.01 per share	A	262056	—	Acquired	3212646	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock ()	85683	Direct
Performance Units	$		Common Stock ()	35019	Direct

Footnotes

F1: This report reflects shares received by the Reporting Person as a result of the Reporting Person's receipt of his pro rata portion of a special dividend declared by the Board of Directors of the issuer on October 11, 2012 and paid on November 21, 2012 (the "Special Dividend").

F2: These shares are held by the GST Trust. As part of Mr. Reese's estate planning, Mr. Reese exchanged 257,300 shares of common stock of Iron Mountain Incorporated ("IRM Common Stock"), together with $543, for a promissory note issued by the GST Trust payable to Mr. Reese (with an aggregate principal amount of $8,000,000, a term of nine (9) years and an interest rate of 1.9%). The trustee of the GST Trust is an unrelated trust company. The GST Trust is for the benefit of Mr. and Mrs. Reese's descendants. Mr. Reese holds investment and distribution powers over the trust but does not have the right to revoke the GST Trust. Mr. Reese disclaims beneficial ownership of the GST Trust, and this report should not be deemed an admission that the reporting person is beneficial owner of such securities for the purposes of Section 16 of the Exchange Act of 1934, as amended, or for any purpose.

F3: These shares are held by the Reese Family 2005 LLC (the "LLC"). Four trusts for the benefit of Mr. Reese's children and their descendants, and one of his children (the "Existing Trusts"), own all of the interests in the LLC. Mr. Reese is the investment manager of the LLC and therefore has control over the sale or distribution of any shares held by the LLC, the timing of such sales or distributions, and the use of the proceeds of any sale. Mr. Reese disclaims beneficial ownership of all securities held by the LLC or by the Existing Trusts, and this report should not be deemed an admission that the reporting person is beneficial owner of such securities for purposes of Section 16 of the Exchange Act of 1934, as amended, or for any purpose.

F4: Mr. Reese shares beneficial ownership of these shares with Schooner Capital Corporation as a result of a 1988 deferred compensation arrangement, as amended, between Schooner Capital LLC ("Schooner") and Mr. Reese relating to Mr. Reese's former services as President of the predecessor corporation to Schooner. Pursuant to such arrangement, Mr. Reese is entitled to receive benefits equivalent to the fair market value of such shares with payments to Mr. Reese commencing on the first business day of 2013 and payable in ten annual installments; however, Mr. Reese has the right to defer the commencement of such installments in certain circumstances. In addition, any unpaid benefits pursuant to this arrangement shall be payable to Mr. Reese's beneficiary(ies) in a lump sum upon his death. Benefits pursuant to this arrangement are payable in cash or, at Mr. Reese's election, common stock.

F5: Includes 7,707 previously unreported unvested shares of phantom stock (the "Phantom Shares") allocated on November 21, 2012 in connection with the Special Dividend. The Phantom Shares become payable in Iron Mountain Incorporated common stock following Mr. Reese's disability or cessation of service as a director, pursuant to Mr. Reese's election to participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan with respect to certain restricted stock units ("RSUs") received on June 14, 2012, which RSUs shall vest on the one year anniversary of the grant date (or, if earlier, the annual meeting of stockholders that is closest to the one year anniversary). Each Phantom Share is the economic equivalent of one share of common stock.

F6: Includes 3,150 previously unreported unvested performance units ("PUs") allocated on November 21, 2012 in connection with the Special Dividend. Each PU represents a contingent right to receive one share of Iron Mountain Incorporated common stock. The PUs fully vest on May 6, 2014, subject to certain exceptions, if the Reporting Person is, as of that date, continuing to perform services for Iron Mountain Incorporated.