Public Storage — Director's Dealing 2024

Mar 6, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Public Storage (PSA)
CIK: 0001393311
Period of Report: 2024-03-05

Reporting Person: REYES JOHN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-05	Common Shares	D	1800	—	Disposed	12451	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-05	LTIP Units	$	A	1800	Acquired		Common Shares (1800)	Direct
2024-03-05	Stock Option (Right to Buy)	$192.49	D	103275	Disposed	2025-02-18	Common Shares (103275)	Direct
2024-03-05	AO LTIP Units	$	A	103275	Acquired	2025-02-18	Common Shares (103275)	Direct
2024-03-05	Stock Option (Right to Buy)	$226.20	D	103275	Disposed	2026-02-14	Common Shares (103275)	Direct
2024-03-05	AO LTIP Units	$	A	103275	Acquired	2026-02-14	Common Shares (103275)	Direct
2024-03-05	Stock Option (Right to Buy)	$219.07	D	61965	Disposed	2027-02-21	Common Shares (61965)	Direct
2024-03-05	AO LTIP Units	$	A	61965	Acquired	2027-02-21	Common Shares (61965)	Direct
2024-03-05	Stock Option (Right to Buy)	$188.27	D	61965	Disposed	2028-02-27	Common Shares (61965)	Direct
2024-03-05	AO LTIP Units	$	A	61965	Acquired	2028-02-27	Common Shares (61965)	Direct
2024-03-05	Stock Option (Right to Buy)	$211.30	D	5163	Disposed	2029-04-23	Common Shares (5163)	Direct
2024-03-05	AO LTIP Units	$	A	5163	Acquired	2029-04-23	Common Shares (5163)	Direct
2024-03-05	Stock Option (Right to Buy)	$184.85	D	5163	Disposed	2030-04-20	Common Shares (5163)	Direct
2024-03-05	AO LTIP Units	$	A	5163	Acquired	2030-04-20	Common Shares (5163)	Direct
2024-03-05	Stock Option (Right to Buy)	$266.40	D	5163	Disposed	2031-04-25	Common Shares (5163)	Direct
2024-03-05	AO LTIP Units	$	A	5163	Acquired	2031-04-25	Common Shares (5163)	Direct
2024-03-05	Stock Option (Right to Buy)	$386.32	D	5163	Disposed	2032-04-27	Common Shares (5163)	Direct
2024-03-05	AO LTIP Units	$	A	5163	Acquired	2032-04-27	Common Shares (5163)	Direct
2024-03-05	Stock Option (Right to Buy)	$286.81	D	5000	Disposed	2033-05-01	Common Shares (5000)	Direct
2024-03-05	AO LTIP Units	$	A	5000	Acquired	2033-05-01	Common Shares (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	145170	Indirect

Footnotes

F1: These restricted share units (the "RSUs") in respect of common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") were previously granted to the reporting person and provided for time-based vesting. On March 5, 2024, the Company canceled the unvested RSUs upon surrender to the Company by the reporting person (the "Canceled RSUs").

F2: Includes 2,306 deferred share units.

F3: Reporting person and spouse, trustees of Reyes Trust, date December 27, 2012.

F4: In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("Public Storage OP"), a subsidiary of the Company, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F5: Includes 9,500 vested LTIP Units and 7,800 LTIP Units subject to time-based vesting.

F6: This option was previously reported as an option for 100,000 common shares at an exercise price of $198.79, but, pursuant to anti-dilution provisions of the Company's 2007 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2015 Canceled Option").

F7: In exchange for the 2015 Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP designated as AO LTIP Units ("AO LTIP Units"), which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F8: This option was previously reported as an option for 100,000 common shares at an exercise price of $233.61, but, pursuant to anti-dilution provisions of the Company's 2007 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2016 Canceled Option").

F9: In exchange for the 2016 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F10: This option was previously reported as an option for 60,000 common shares at an exercise price of $226.24, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2017 Canceled Option").

F11: In exchange for the 2017 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F12: This option was previously reported as an option for 60,000 common shares at an exercise price of $194.44, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2018 Canceled Option").

F13: In exchange for the 2018 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F14: This option was previously reported as an option for 5,000 common shares at an exercise price of $218.22, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2019 Canceled Option").

F15: In exchange for the 2019 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F16: This option was previously reported as an option for 5,000 common shares at an exercise price of $190.90, but, pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2020 Canceled Option").

F17: In exchange for the 2020 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F18: This option was previously reported as an option for 5,000 common shares at an exercise price of $275.12, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2021 Canceled Option").

F19: In exchange for the 2021 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F20: This option was previously reported as an option for 5,000 common shares at an exercise price of $398.97, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2022 Canceled Option").

F21: In exchange for the 2022 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F22: On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2023 Canceled Option").

F23: In exchange for the 2023 Canceled Option, the reporting person received a replacement award of AO LTIP Units, which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.