National Storage Affiliates Trust — Director's Dealing 2021

Mar 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: National Storage Affiliates Trust (NSA)
CIK: 0001618563
Period of Report: 2021-02-26

Reporting Person: Cramer David (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-26	Class A OP Units	$	A	24336	Acquired		Common shares of beneficial interest, $0.01 par value (24336.0)	Direct

Footnotes

F1: Pursuant to the agreement of limited partnership (the "Partnership Agreement") of NSA OP, LP (the "Partnership"), the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest ("Class A OP Units") for cash in an amount equal to the market value of an equivalent number of the common shares of beneficial interest ("Shares") of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.

F2: The Class A OP Units in the first row of this table are comprised of 24,336 Class A OP Units issuable upon the conversion of 24,336 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2021 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2015 Equity Incentive Plan. Of these, 6,773 vest in three annual installments on January 1, 2022, January 1, 2023, and January 1, 2024, subject to continued employment by the Reporting Person and 17,563 represent the maximum amount of LTIP Units that can vest on January 1, 2024 contingent upon the achievement of certain performance criteria.

F3: The Reporting Person will not earn any of the 17,563 performance-based LTIP Units if the minimum performance criteria is not met. The 17,563 performance-based LTIP Units are being reported here for informational purposes only. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership's agreement of limited partnership.

F4: N/A

F5: The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above is 87,100 Class A OP Units, which includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as specified therein).

F6: This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.