IRON MOUNTAIN INC — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IRON MOUNTAIN INC (IRM)
CIK: 0001020569
Period of Report: 2013-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Stock, par value $.01 per share	J	321264.617	—	Disposed	2891381.553	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	370632	Direct
Common Stock, par value $.01 per share	280152	Indirect
Common Stock, par value $.01 per share	1330625	Indirect

Footnotes

F1: 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 (the "Arrangement"), it was determined, pursuant to the terms of the Arrangement, that Mr. Reese would receive a cash payment of $11,129,034.90 (the "Deferred Payment") associated with 321,264.617 shares, or 10% of the total shares subject to the Arrangement, of Iron Mountain Incorporated common stock (the "Schooner Shares") that were beneficially owned by both Mr. Reese and Schooner Capital Corporation.

F2: The Deferred Payment represents the first of ten annual installments due, and payable in cash or in shares of common stock, at Mr. Reese's election, to Mr. Reese pursuant to the terms of the Arrangement and, pursuant to the terms of the Arrangement, was deemed effective as of February 15, 2013. The amount of the Deferred Payment reflects the proceeds from the sale of the Schooner Shares by Schooner Capital Corporation over a period of time from January 24, 2013 through February 15, 2013, as reported on Forms 4 filed by Vincent J. Ryan.

F3: The Schooner Shares were sold in multiple transactions at prices ranging from $34.59 to $34.73, inclusive, and previously reported on Forms 4 filed by Vincent J. Ryan. Mr. Reese undertakes to provide to Iron Mountain Incorporated, any security holder of Iron Mountain Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold by Schooner Capital Corporation at each separate price within the ranges set forth in this footnote (3).

F4: Mr. Reese shares beneficial ownership of these shares with Schooner Capital Corporation as a result of the Arrangement. Pursuant to the 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 2014 and payable in nine 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, Iron Mountain Incorporated common stock.

F5: These shares are held by 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.

F6: These shares are held by the Reese Family 2005 LLC (the "LLC"). Mr. Reese disclaims beneficial ownership of all securities held by the LLC, 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.