IRON MOUNTAIN INC — Director's Dealing 2013

Oct 21, 2013

SEC Form 4/A — Form 4/A

Issuer: IRON MOUNTAIN INC (IRM)
CIK: 0001020569
Period of Report: 2013-08-16

Reporting Person: RAKOWICH WALTER C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-16	Common Stock, par value $.01 per share	A	129	$0.01	Acquired	129	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-16	Phantom Stock	$	A	3944	Acquired		Common Stock (3944)	Direct

Footnotes

F1: Consists of shares issuable upon the settlement of those certain restricted stock units (the "RSUs") granted on August 16, 2013. The 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). On August 20, 2013, in connection with the grant of the RSUs, the Reporting Person filed a Form 4 (the "Original Form 4") to report an acquisition of 4,073 shares of Iron Mountain Incorporated common stock in Table I. On August 25, 2013, the Reporting Person made an election to defer receipt of all RSUs awarded during 2013 pursuant to the Iron Mountain Incorporated Directors Deferred Compensation Plan (the "Plan"). The Original Form 4, therefore, is being amended to reflect the receipt of a pro-rata portion of the RSUs in Table II as shares of phantom stock.

F2: As a result of the Reporting Person's election to defer receipt of all RSUs awarded during 2013 pursuant to the Plan, the Reporting Person is entitled to defer a pro-rata portion of all RSUs previously granted in 2013 determined based on the total number of days between the grant date, which was August 16, 2013, and the projected vesting date.

F3: Pursuant to the Reporting Person's election to participate in the Plan, the shares of phantom stock will become payable in shares of Iron Mountain Incorporated common stock on the next business day after January 1, 2016, or on various other dates as provided in the Plan. Each share of phantom stock is the economic equivalent of one share of common stock.