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: BAILEY CLARK H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-21	Common Stock, par value $.01 per share	A	11149	—	Acquired	136687	Direct
2012-11-21	Common Stock, par value $.01 per share	A	1922	—	Acquired	23572	Indirect
2012-11-21	Common Stock, par value $.01 per share	A	1922	—	Acquired	23572	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-21	Phantom Stock	$	A	390.2987	Acquired		Common Stock (390.2987)	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: Shares held by the Clarke H. Bailey GST Trust for the benefit of Trent S. Bailey.

F3: Shares held by the Clarke H. Bailey GST Trust for the benefit of Turner H. Bailey.

F4: Pursuant to Mr. Bailey's election to participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan (the "Plan"), the shares of phantom stock become payable in shares of common stock following Mr. Bailey's disability or cessation of service as a director. Each share of phantom stock is the economic equivalent of one share of common stock.

F5: These shares give effect to dividends paid on common stock as if reinvested in phantom stock.

F6: Includes 376 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. Bailey's disability or cessation of service as a director, pursuant to Mr. Bailey's election to participate in the 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.